GMS Inc. (Form: S-1/A, Received: 10/06/2015 06:03:23)

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As filed with the Securities and Exchange Commission on October 5, 2015

Registration No. 333-205902

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 2
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GMS INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		5030 (Primary Standard Industrial Classification Code Number)		46-2931287 (I.R.S. Employer Identification No.)

100 Crescent Centre Parkway, Suite 800
Tucker, Georgia 30084
(800) 392-4619
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

G. Michael Callahan, Jr.
President and Chief Executive Officer
GMS Inc.
100 Crescent Centre Parkway, Suite 800
Tucker, Georgia 30084
(800) 392-4619
(Name, address, including zip code, and telephone number including area code, of agent for service)


Copies of all communications, including communications sent to agent for service, should be sent to:
Andrew B. Barkan, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 (212) 859-8000		Peter J. Loughran, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Common Stock, par value $0.01 per share	$200,000,000	$23,240

(1): Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.
(2): Includes the offering price of common stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares.
(3): The Registrant previously paid $23,240 in connection with a prior filing of this Registration Statement on July 28, 2015.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION. DATED OCTOBER 5, 2015

GMS Inc.

Common Stock

This is an initial public offering of shares of common stock of GMS Inc. We are selling all of the shares to be sold in the offering.

Prior to this offering, there has been no public market for the common stock. The initial public offering price is expected to be between $ and $ per share. We have applied to list our common stock on the New York Stock Exchange under the symbol "GMS".

The underwriters have an option for a period of 30 days to purchase up to a maximum of additional shares of our common stock from us, to cover any over-allotments.

After the completion of this offering, we expect to be a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange.

Investing in our common stock involves risk. See "Risk Factors" beginning on page 19 to read about factors you should consider before buying shares of our common stock.

	Price to Public	Underwriting Discounts and Commissions(1)	Proceeds to GMS Inc.

Per Share	$	$	$
Total	$	$	$

(1): We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."

Delivery of the shares of common stock will be made on or about , 2015.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Barclays		Credit Suisse
RBC Capital Markets	Baird	Wells Fargo Securities



SunTrust Robinson Humphrey	Raymond James	Stephens Inc.

The date of this prospectus is , 2015.

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TABLE OF CONTENTS

		Page

PROSPECTUS SUMMARY			1
RISK FACTORS			19
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			42
USE OF PROCEEDS			44
DIVIDEND POLICY			45
CAPITALIZATION			46
DILUTION			47
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			54
BUSINESS			89
MANAGEMENT			106
COMPENSATION DISCUSSION AND ANALYSIS			113
PRINCIPAL STOCKHOLDERS			130
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			132
DESCRIPTION OF CAPITAL STOCK			136
DESCRIPTION OF CERTAIN INDEBTEDNESS			140
SHARES ELIBIGLE FOR FUTURE SALE			144
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK			146
UNDERWRITING			151
LEGAL MATTERS			156
EXPERTS			156
WHERE YOU CAN FIND MORE INFORMATION			156
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business and financial condition may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management's knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we distribute. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations

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inherent in any statistical survey of market shares. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market based on volume, for our wallboard market share position, or sales dollars, for our ceilings market share position, unless the context otherwise requires. In addition, unless otherwise stated or the context otherwise requires, the discussions herein regarding (1) the wallboard market are based on the total volume of wallboard produced in U.S. manufacturing facilities, some of which is sold into Canada, and (2) the suspended ceilings systems, or ceilings, market are based on the total sales, in dollars, of ceilings distributed or otherwise sold in North America.

BASIS OF PRESENTATION

On April 1, 2014, GMS Inc., or the Successor, acquired, through its wholly-owned entities, GYP Holdings II Corp. and GYP Holdings III Corp., all of the capital stock of Gypsum Management and Supply, Inc., or the Predecessor. Successor is majority owned by certain affiliates of AEA Investors LP, which we refer to as "AEA" or our "Sponsor," and certain of our other stockholders. We refer to this acquisition as the "Acquisition."

As a result of the Acquisition and resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor periods ending on or prior to March 31, 2014 and the Successor periods beginning on or after April 1, 2014. Accordingly, unless otherwise indicated or the context otherwise requires, all references to "the Company," "GMS," "we," "us," "our" and other similar terms mean (1) the Predecessor for periods ending on or prior to March 31, 2014 and (2) the Successor for periods beginning on or after April 1, 2014, in each case together with its consolidated subsidiaries.

Our fiscal year ends on April 30 of each year. References in this prospectus to a fiscal year mean the year in which that fiscal year ends. References in this prospectus to "fiscal 2011" or "FY 2011" relate to the year ended April 30, 2011, references in this prospectus to "fiscal 2012" or "FY 2012" relate to the year ended April 30, 2012, references in this prospectus to "fiscal 2013" or "FY 2013" relate to the year ended April 30, 2013, references in this prospectus to "fiscal 2015" or "FY 2015" relate to the year ended April 30, 2015 and references in this prospectus to "fiscal 2016" relate to the year ending April 30, 2016. References in this prospectus to "full year 2014" or "FY 2014" represent the sum of the results of the eleven month period from May 1, 2013 to March 31, 2014 and the one month period from April 1, 2014 to April 30, 2014.

The audited financial statements included in this prospectus include a black line division to indicate that the Predecessor and Successor reporting entities have applied different bases of accounting and are not comparable. Please note that our discussion of certain financial information for the year ended April 30, 2014, specifically net sales and Adjusted EBITDA, includes data from the Predecessor and Successor periods on a combined basis for the full year 2014. The change in basis resulting from the Acquisition did not impact such financial information and, although this presentation of financial information on a combined basis does not comply with generally accepted accounting principles in the United States, or GAAP, we believe it provides a meaningful method of comparison to the other periods presented in this prospectus. The data is being presented for analytical purposes only. Combined operating results (1) have not been prepared on a pro forma basis as if the Acquisition occurred on the first day of the period, (2) may not reflect the actual results we would have achieved absent the Acquisition and (3) may not be predictive of future results of operations.

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Amounts presented in this prospectus in thousands or millions are approximations of the actual amounts in that they have been rounded.

CERTAIN TRADEMARKS

This prospectus includes trademarks and service marks owned by us, including GMS ^TM , GMS Gypsum Management & Supply, Inc.® and GTS®. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially "Risk Factors" beginning on page 19 of this prospectus and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Our Company

Since our founding in 1971, we have grown our business from a single location to over 155 branches across 36 states through a combination of both organic growth and acquisitions. Underpinning that growth is our entrepreneurial culture, which both enables us to drive organic growth by delivering outstanding customer service and makes us an attractive acquirer for smaller distributors whose owners are seeking liquidity. Over time, we have increased our market share in the distribution of wallboard and ceilings, which management currently estimates is 11% for wallboard, based on volume produced in the United States and Canada, and 14% for ceilings, based on sales dollars in North America.

We serve as a critical link between our suppliers and our highly fragmented customer base of over 20,000 contractors. Based on wallboard's unique product attributes and delivery requirements, distributing wallboard requires a higher degree of logistics and service expertise than most other building products. Wallboard has a high weight-to-value ratio, is easily damaged, cannot be left outside and often must be delivered to a job site before or after normal business hours. Due to the weight of the product, we are often required to deliver wallboard to the specific room where it will be installed. For example, we can place the precise amount and type of wallboard necessary for a second story room of a new building through the second story window using a specialized truck with an articulating boom loader. To do this effectively, we need to load the truck at the branch so that the precise amount and type of wallboard for each room of the building can be off-loaded by the articulating boom loader in the right sequence. Our sales, dispatch and delivery teams then coordinate an often complicated, customized delivery plan to ensure that our delivery schedule matches the customer's job site schedule, that deliveries are made with regard to the specific challenges of a customer's job site, that no damage occurs to the customer's property and, most importantly, that proper safety procedures are followed at all times. Often this requires us to send an employee to a job site before the delivery is made to document the specific requirements and safety considerations of a particular location. Given the logistical intensity of this process and the premium contractors place on distributors delivering the right product, at the right time, in the right place, we are able to differentiate ourselves based on service and can generate attractive gross profit margins. In addition to executing a logistics-intensive service, for all of our products we facilitate purchasing relationships between suppliers and our highly fragmented customer base by transferring technical product knowledge, educating contractors on proper installation techniques for new products, ensuring local product availability and extending trade credit.

We believe our strategic focus and operating model enable us to differentiate ourselves within our industry. Whereas several of our competitors are part of larger organizations that manufacture or distribute a wide variety of products, we focus on distributing wallboard, ceilings and complementary interior construction products. We believe this focus enables us to provide superior service and product expertise to our customers. In addition, our operating model combines a national platform with a local go-to-market strategy through over 155 branches across the country. We believe this combination enables us to generate economies of scale while maintaining the high service levels, entrepreneurial culture and customer intimacy of a local business. In order to tailor its products and services to meet

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the needs of its local market, each of our branches operates with a significant amount of autonomy within the parameters of our overall business model. Branch managers are responsible for sales, pricing and staffing activities, and have full operational control of customer service and deliveries. They are compensated in part based on the profit they are able to achieve, which aligns their incentives with our financial goals. We believe our experienced, locally-focused teams, and our ability to develop, motivate and incentivize them, are key to our success. Through our Yard Support Center, which includes over 120 employees at our corporate office in Atlanta, we support our branches with various back office functions including accounting, information technology, or IT, legal, safety, human resources, marketing and risk management. We also use our Yard Support Center to generate purchasing efficiencies and share best practices across our branch network.

We have grown our Company and developed our distinctive culture under strong, consistent leadership. Our senior management team has been with us for an average of 22 years. We have been able to retain top talent and incentivize managers through our entrepreneurial culture and broad-based equity ownership. Prior to this offering, 71 of our employees own approximately 31% of our common stock, including vested options. Together with our strong base of experienced operators, our management team has grown our Company from a single site location to the market leader we are today.

For fiscal 2015, we generated $1.6 billion in net sales, $113.9 million of Adjusted EBITDA and $13.8 million of net loss. For a discussion of our use of Adjusted EBITDA and a reconciliation to net income (loss), please refer to "—Summary Financial and Other Data." Net sales and Adjusted EBITDA grew 16.0% and 30.8%, respectively, in fiscal 2015 as compared to full year 2014. Over the past four years, net sales and Adjusted EBITDA have grown at a compound annual growth rate, or CAGR, of 15.5% and 59.2%, respectively.

(1): Our net sales do not reflect net sales attributable to acquired entities for any period prior to the respective dates of their acquisition. Entities acquired in FY 2015 generated approximately $82.0 million in net sales in FY 2015 prior to their respective acquisition dates.
(2): Our Adjusted EBITDA for FY 2015 includes approximately $8.1 million from entities acquired in FY 2015 for the period prior to the date of acquisition of such entities, as permitted by the ABL Facility and the Term Loan Facilities. However, Adjusted EBITDA margin, which is calculated as a percentage of net sales, excludes this $8.1 million adjustment for FY 2015 to be consistent with our calculation of net sales for the same period.

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The table below summarizes our major product categories:

(dollars in millions)	Wallboard	Ceilings	Steel Framing	Other Products

Fiscal 2015 Net Sales	$718.1	$278.7	$243.2	$330.1
% of Fiscal 2015 Net Sales	45.7%	17.8%	15.5%	21.0%
Description ⁽¹⁾	• #1 market position • Used to finish the interior walls and ceilings in residential, commercial and institutional construction projects	• #1 market position • Suspended ceiling systems primarily comprised of mineral fiber ceiling tile and grid • Architectural specialty ceilings systems	• Steel framing products for interior walls • Sold into commercial applications, typically as part of a package with wallboard, ceilings and other products	• Primarily consists of complementary interior construction products, including joint compound, finishing materials, tools and fasteners, safety products and EIFS (exterior insulation and finishing system)
Products	• Various types of wallboard including: ¹ / 2 inch standard (residential), ⁵ / 8 inch fire-rated (commercial), foil-backed, lead-lined, moisture-resistant, mold-resistant and vinyl-covered • Tile backer	• Acoustical ceiling tiles (standard and architectural specialty) • Clips • Covered fiberglass • Ceiling tile grid • Hangers	• Beads, clips, furring, hangers, joists, lath, mesh and trim • Control joint • Drywall steel • Flat stock • Plastering steel • Structural • Studs and track	• Adhesives • EIFS • Fasteners • Insulation • Joint compound • Plaster • Safety equipment • Tools • Trims
Primary End Markets	• Residential New Construction • Residential Repair and Remodeling, or R&R • Commercial New Construction • Commercial R&R	• Commercial New Construction • Commercial R&R	• Commercial New Construction • Commercial R&R	• Commercial New Construction • Commercial R&R • Residential New Construction • Residential R&R
Key Manufacturers	• American Gypsum Company, LLC, or American Gypsum • CertainTeed Corporation, or CertainTeed • Continental Building Products Inc., or Continental • Georgia-Pacific Corporation, or Georgia-Pacific • National Gypsum Company, or National Gypsum • Pabco Building Products, LLC, or Pabco • USG Corporation, or USG	• Armstrong World Industries, Inc., or Armstrong • CertainTeed • USG	• ClarkDietrich Building Systems LLC • Marino\WARE Industries, Inc. • Super Stud Building Products, Inc. • Telling Industries LLC	• Dryvit Systems, Inc. • Grabber Construction Products, Inc. • Johns Manville • Knauf Gips KG • PrimeSource Building Products, Inc. • Stanley Black & Decker, Inc. • Sto Corp.

(1): Market position based on management's estimates, and based on volume, for wallboard, and sales dollars, for ceilings.

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Our Industry

As the U.S. construction market evolved during the second half of the 20 ^th century, contractors began to specialize in specific trades within the construction process, and specialty distributors emerged to supply them. One of these trades was wallboard and ceilings installation, and we, along with other specialty distributors, tailored our product offerings and service capabilities to meet the unique needs of that trade. Today, specialty distributors comprise the preferred distribution channel for wallboard and ceilings in both the commercial and residential construction markets.

We believe the success of the specialty distribution model in wallboard and ceilings is driven by the strong value proposition provided to our customers. Given the logistical complexity of the distribution services we provide, the expertise needed to execute effectively, and the special equipment required, we believe specialty distributors focused on wallboard and ceilings are best suited to meet contractors' needs.

The table below provides an overview of the supply chain in our industry, which illustrates management's estimate of the share of the supply channel that is represented by specialty distributors.

Supply Chain Overview

We estimate the North American market for the distribution of wallboard, ceilings and complementary interior construction products generated approximately $14 billion in sales in 2014. Of that market, we believe approximately $11 billion was served through specialty distributors like GMS, while the remaining approximately $3 billion was served by big box retailers, lumberyards and other channels. Despite continued consolidation among our competitors, we believe the North American specialty distribution industry remains highly fragmented and consists of approximately 400 local or regional participants. Our largest competitors in the North American specialty distribution industry include Allied Building Products (a subsidiary of CRH plc), Foundation Building Materials, L&W Supply (a subsidiary of USG) and Winroc (a subsidiary of Superior Plus). However, we believe smaller, regional or local competitors still comprise more than half of the industry. In contrast, the manufacturers of wallboard and ceilings products are highly consolidated. Since the late 1990s, the number of North American wallboard manufacturers has been reduced from twelve to seven, with the top four manufacturers representing approximately 75% of the wallboard market in 2014. Similarly, management estimates that three ceilings manufacturers accounted for approximately 95% of the ceilings manufactured in North America during 2014.

The main drivers for our products are commercial new construction, commercial repair and remodeling, or R&R, residential new construction and residential R&R. We believe all four end

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markets have begun an extended period of expansion. From 2011 to 2014, commercial construction square footage put in place has increased 38% and housing starts have increased 65%. Despite this progress, for 2014, commercial construction square footage put in place still would have needed to increase by 31% in order to achieve the historical market average of 1.3 billion square feet annually since 1970, while housing starts would have needed to increase by 45% in order to reach the historical market average of 1.5 million annually since 1970. Demand for our interior building products has historically correlated closely with construction activity, typically trailing housing starts and commercial construction square footage put in place by approximately six to nine months. As commercial and residential new construction activity approaches historical levels, we expect a corresponding increase in demand for the products we distribute.

Our Strengths

We believe that the following competitive strengths will drive our future growth:

Entrepreneurial culture. We believe our entrepreneurial, results-driven culture fosters highly dedicated employees who provide our customers with outstanding service that differentiates us from our competition. We empower managers with the independence and authority to make decisions locally. Further, we incentivize employees throughout our Company to generate business and execute it profitably through a compensation program that includes variable compensation and equity ownership. Prior to this offering, 71 of our employees own approximately 31% of our common stock, including vested options. We also believe our entrepreneurial culture, combined with our dedication to developing, training and providing opportunities for all of our employees, helps us attract and retain top talent. Similarly, we believe these characteristics have also positioned us as an attractive acquirer for smaller distributors whose owners are seeking liquidity.

Market leader with significant scale advantages. We are the largest North American specialty distributor of wallboard, ceilings and complementary interior construction products. Our industry is characterized by a large number of smaller, local distributors, which generally lack our level of scale and resources. We believe our leading market position, national reach and differentiated platform provide us significant advantages relative to these competitors, including:

•: advantageous purchasing and sourcing, such as exclusive supplier relationships in many markets;
•: significant flexibility to efficiently and economically serve a broad range of customers, ranging from local specialty contractors to large production home builders, across their span of operations; and
•: substantial financial and human resources to invest in developing our employees and maintaining our market-leading fleet and infrastructure.

Unwavering focus on relationships and superior service. We aim to be the premier partner of choice for our customers, suppliers and employees as well as smaller distributors whose owners may be seeking liquidity.

•: Customers . We believe we offer superior services and solutions due to our comprehensive product offering, local market knowledge, product expertise and the quality of our service. We deliver products to job sites in a precise, safe and timely manner with around-the-clock support from our dedicated local teams.
•: Suppliers . We provide a trusted professional partnership, resources for investment in growth and differentiated market access through our national reach. As a result, we have become a significant customer for our top suppliers, which enables us to obtain both competitive pricing and access to product in times of tight supply.

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•: Employees . We provide our employees with an entrepreneurial culture, a safe work environment, attractive compensation, financial incentives and career development opportunities.
•: Acquisition candidates . We provide smaller distributors whose owners may be seeking liquidity with the opportunity to continue to operate their business in an entrepreneurial manner while relieving them of the risks and burdens associated with owning a small business. We also offer these owners scale advantages, resources for future growth and an attractive culture and platform for their employees.

Differentiated operating model. We believe the combination of our national scale with our local go-to-market strategy helps to drive our growth and attractive margin profile. Specifically, through our Yard Support Center we are able to benefit from scaled purchasing efficiencies, integrated technology systems and shared best practices across our branch network, while still tailoring our service and product offering to the local preferences of each market. By retaining local brands and substantial autonomy in our branches, we are able to leverage local relationships and generate strong customer loyalty. In addition, we believe the inherent diversity in our model across customers, geographies and end markets offers lower volatility and less cyclicality than less diversified distributors in the building materials industry. We have low customer concentration with our largest customer representing less than 3% of our sales in fiscal 2015; we have geographic diversity with operations in 36 states; and based on certain assumptions by management as to the application of our products and our end markets, we believe that we have a balanced mix of business between the commercial and residential markets as well as between the new construction and R&R markets.

Multi-faceted growth. We have a track record of achieving above-market growth by capturing market share within our existing footprint, opening new branches and making selective acquisitions. Based on market data from the Gypsum Association and management's estimates, our volume growth has outpaced the wallboard market by an average of approximately 700 basis points annually over the past five years, and we have increased our market share by approximately 250 basis points over the same period. We believe our success in capturing market share is due to our differentiated culture, superior customer service, national scale and strong supplier relationships. We also have a successful history of growth through opening new branches in select locations where we have identified opportunities in underserved markets. Over the past five years, we have opened 23 new branches and we currently expect to open several new branches each year depending on market conditions. The new branches we have opened since 2010 have typically delivered attractive returns on invested capital in these markets within a few years. In addition, we complement our organic growth strategy with tuck-in acquisitions, of which we have completed eight, constituting 13 new branches, since the beginning of full year 2014. We believe our success in acquiring smaller distributors has been the result of our highly selective acquisition criteria, our focus on culture, our strategy of maintaining the acquisition's existing brand, when appropriate, to help ensure customer and employee continuity, our experience with integration, our national scale and our competitive position.

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GMS Wallboard Market Share

Source: Gypsum Association and Company data.

(1): Includes the wallboard volume from entities acquired in fiscal 2015 assuming that the entities were acquired on January 1, 2014.
(2): Represents the wallboard production volume of U.S. manufacturing facilities, some of which is sold into Canada.

Our Strategy

Our objective is to strengthen our competitive position, achieve above-market rates of profitable growth and increase stockholder value through the following key strategies:

Continue to invest in our employees, assets and infrastructure. We believe our above-market growth is driven by the quality of our employees and our ability to continuously develop outstanding talent. Each year, we target graduates from premier universities to enter our training program and spend considerable time and resources training them across all major functions of our operations. In addition to recruiting and training new talent, we have developed an extensive management training program for existing, high potential employees which is focused on developing sales capabilities, financial acumen and operational and safety expertise. While these programs represent a considerable investment, we believe they are critical to supporting our growth strategy by providing managers for new branches and increasing the overall capacity of our management team. Many of our former trainees have been promoted to run branches, regions and even divisions throughout our Company. We also believe the size and growth of our Company provide our employees with superior career opportunities than many of our competitors, which further enables us to recruit and retain top talent. To ensure that we support our employees with the best equipment, systems and infrastructure, we also continue to invest in other key areas of our business. We have a young and well maintained fleet of trucks and delivery equipment and have also made significant investments in our IT infrastructure and continuously improve our IT capabilities.

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Grow market share within our existing geographic footprint. We expect to continue to capture profitable market share from competitors within our existing geographic footprint. We believe that our dedication to delivering superior customer service and our national scale differentiates us from our competitors. We also continue to provide strong financial incentives, support and technology to maximize the efficiency and effectiveness of our experienced salesforce as they work to provide local market expertise and tailored solutions for our customers. For example, our salesforce will provide our customers with leads on new job activity that helps them grow their businesses. Additionally, we have a strategic initiative to leverage our national capabilities to serve large homebuilders throughout their operations that we believe will increase our penetration of those accounts. We believe this provides a compelling value proposition for our homebuilder customers by ensuring consistent service levels across their footprint.

Accelerate growth by selectively opening new branches and executing acquisitions. We believe that significant opportunities exist to expand our geographic footprint by opening new branches and executing selective, tuck-in acquisitions.

•: New branches . Our strategy for opening new branches is to further penetrate markets that are adjacent to our existing operations. Typically, we have pre-existing customer relationships in these markets but need a new location to fully capitalize on those relationships. Relative to our size and scale, the capital investment required to open a new facility is usually small, and the new branches we have opened since 2010 have typically generated attractive returns on invested capital within a few years. We believe our existing infrastructure is capable of supporting a much larger branch network, and we currently expect to open several new branches each year depending on market conditions.
•: Selective acquisitions . We will continue to selectively pursue tuck-in acquisitions and have a dedicated team of professionals to manage the process. Due to the large, highly fragmented nature of our market and our reputation throughout the industry, we believe we have the potential to access a robust acquisition pipeline that will continue to supplement our strong organic growth. We use a rigorous targeting process to identify acquisition candidates that will fit our culture and business model. As a result of our scale, purchasing power and ability to improve operations through implementing best practices, we believe we can achieve substantial synergies and drive earnings accretion from our acquisition strategy. We also believe that our successful track record in acquiring businesses provides a competitive advantage in the evaluation and integration of future acquisitions. We consistently strive to maintain an extensive and active acquisition pipeline and are often evaluating several acquisition opportunities at any given time.

Capitalize on accelerating growth across distinct end markets. We believe the new commercial and residential construction markets have both begun an extended period of expansion. Given the extreme depth of the last recession, despite the growth to date, activity in both markets remains well below average historical levels. As such, we believe both markets will experience an extended, sustained period of growth in the future. In addition, while R&R activity has historically been more stable than new construction activity, we believe the prolonged period of under-investment during the downturn will result in above-average growth in both commercial and residential R&R activity in the near term.

Achieve improved financial performance through operational excellence and operating leverage. Over the past five years, as volumes have recovered and as we have streamlined our operating model, our Adjusted EBITDA margins have improved significantly. Our Yard Support Center continues to drive procurement savings and operational excellence across our branch network. Our operational initiatives include optimizing pricing, improving fleet utilization and maximizing working capital efficiency. As our volumes continue to grow, we expect margins to improve from the inherent operating leverage in our business. In the past, our existing branch network has supported substantially higher volumes per

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branch. As our end markets continue to recover, we expect to generate higher operating margins on incremental volume as we leverage our fixed costs at our existing branches. Similarly, we have made significant investments in our Yard Support Center over the past few years to prepare for significant growth in our business. As we continue to grow our volumes, we expect to gain operating leverage on that investment in the years ahead.

Risks Affecting our Business

Our business is subject to a number of risks of which you should be aware before deciding to invest in our common stock. The risks are discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. These risks include, but are not limited to, the following:

•: general economic and financial conditions;
•: the state of the commercial and residential construction and R&R markets;
•: competitive industry pressures;
•: the fluctuation in prices of the products we distribute;
•: the consolidation of our industry;
•: product shortages and relationships with key suppliers;
•: product liability and warranty claims, and other claims related to our business;
•: our ability to attract key employees; and
•: our current level of indebtedness.

Our Corporate Information

GMS Inc. is a Delaware corporation. Our Predecessor was founded in 1971. Our principal executive office is located at 100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084, and our telephone number at that address is (800) 392-4619. We maintain a website on the Internet at www.gms.com. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus. For a chart illustrating our organizational structure, see "—Organizational Structure."

Our Sponsor

AEA is one of the most experienced global private investment firms. Founded in 1968, AEA currently manages over $6 billion of capital for an investor group that includes former and current chief executive officers of major multinational corporations, family groups, and institutional investors from around the world. With a staff of approximately 70 investment professionals and offices in New York, Stamford, London, Munich and Shanghai, AEA focuses on investing in companies in the consumer products/retail, industrial products, specialty chemicals and related services sectors.

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Organizational Structure

The chart below summarizes our ownership and corporate structure after giving effect to this offering, assuming no exercise of the underwriters' option to purchase additional shares.

(1): Some of our operating subsidiaries sponsor deferred compensation arrangements that entitle selected employees of those subsidiaries to participate in increases in the adjusted book value of a specified number of shares of common stock of those subsidiaries. Adjusted book value for this purpose generally means the book value of the relevant shares, as increased, or decreased, to reflect those shares' ratable portion of any annual earnings, or losses, of the relevant subsidiary (based on the total number of outstanding shares of the relevant subsidiary). In certain cases, employees participate in these arrangements by holding a minority portion of the common stock of the subsidiary, which stock is generally non-transferrable and subject to mandatory provisions that require the stock to be redeemed at its adjusted book value, subject in certain cases to an agreed upon minimum value, only upon termination of employment. As of July 31, 2015, the total fair value of these liabilities is $26.8 million, of which $1.6 million is the current portion. These amounts are included in current liabilities and liabilities to noncontrolling interest holders on our unaudited condensed consolidated balance sheets. The redemption value of the awards is $30.5 million as of July 31, 2015. We do not expect to grant similar interests in our subsidiaries in the future.

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The Offering


Common stock offered by us		shares.
Common stock to be outstanding after this offering		shares.
Option to purchase additional shares		The underwriters have an option to purchase up to an aggregate of additional shares of common stock from us, to cover any over-allotments. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions, will be approximately $ , assuming the shares are offered at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use the net proceeds from this offering to (i) repay approximately $ of indebtedness under the Second Lien Facility and (ii) pay approximately $ of fees and expenses related to this offering, including fees of $ to our Sponsor immediately following this offering. We expect to use any remaining proceeds for general corporate purposes. See "Use of Proceeds."
Dividend policy		We do not expect to pay any dividends on our common stock for the foreseeable future. See "Dividend Policy."
Proposed New York Stock Exchange symbol		"GMS"
Directed share program		The underwriters have reserved for sale, at the initial public offering price, up to shares of the common stock to be offered to our directors, officers and employees. See "Underwriting."
Risk factors		Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 19 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

The number of shares of common stock to be outstanding after this offering excludes:

•: shares of common stock issuable upon the exercise of options outstanding under our existing equity plan as of July 31, 2015 at a weighted average exercise price of $ per share; and
•: shares of common stock reserved for future issuance under our new omnibus incentive plan.

Unless otherwise indicated, all information contained in this prospectus:

•: assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;
•: assumes the underwriters' option to purchase additional shares will not be exercised;
•: gives effect to a -for- stock split effected on , 2015; and
•: gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering.

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Summary Financial and Other Data

The summary consolidated financial information of Successor presented below as of July 31, 2015 and for the three months ended July 31, 2015 and 2014 has been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial information of Successor presented below for the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and as of April 30, 2015 and 2014 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial information of Predecessor presented below for the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated financial information of Predecessor presented below as of April 30, 2013 has been derived from our consolidated financial statements not included in this prospectus. As discussed elsewhere in this prospectus, on April 1, 2014, GMS Inc., or the Successor, acquired, through its wholly-owned entities, GYP Holdings II Corp. and GYP Holdings III Corp., all of the capital stock of Gypsum Management and Supply, Inc., or the Predecessor. Successor is majority owned by certain affiliates of AEA and certain of our other stockholders. We refer to this transaction as the "Acquisition." As a result of the Acquisition and the resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor periods ending on or prior to March 31, 2014 and the Successor periods beginning on or after April 1, 2014. For a discussion of our Predecessor and Successor periods, see "Basis of Presentation."

The historical data presented below has been derived from financial statements that have been prepared using GAAP. This data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected operating data has been prepared on an unaudited basis.

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	Successor												Predecessor

	Successor												Predecessor
	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013



	(in thousands, except share and per share data)
Statement of Operations Data:
Net sales	$	452,441		$	394,409		$	1,570,085		$	127,332		$	1,226,008		$	1,161,610
Cost of sales (exclusive of depreciation and amortization shown separately below)		311,553			279,542			1,091,114			97,955			853,020			824,331

Gross profit		140,888			114,867			478,971			29,377			372,988			337,279

Operating expenses:
Selling, general and administrative expenses		110,210			96,292			396,155			46,052			352,930			295,289
Depreciation and amortization		16,065			16,844			64,165			6,336			12,253			11,627

Total operating expenses		126,275			113,136			460,320			52,388			365,183			306,916

Operating income (loss)		14,613			1,731			18,651			(23,011	)		7,805			30,363
Other (expense) income:
Interest expense		(9,257	)		(9,137	)		(36,396	)		(2,954	)		(4,226	)		(4,413	)
Change in fair value of financial instruments		—			—			(2,494	)		—			—			—
Change in fair value of mandatorily redeemable common shares(1)		—			—			—			—			(200,004	)		(198,212	)
Other income, net		510			619			1,916			149			2,187			1,169

Total other (expense), net		(8,747	)		(8,518	)		(36,974	)		(2,805	)		(202,043	)		(201,456	)

Income (loss) before tax		5,866			(6,787	)		(18,323	)		(25,816	)		(194,238	)		(171,093	)
Income tax expense (benefit)		3,080			(714	)		(4,526	)		(6,863	)		6,623			11,534

Net income (loss)	$	2,786		$	(6,073	)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)



Weighted average shares outstanding:
Basic		3,216,916			3,183,870			3,194,566			3,183,870
Diluted		3,232,004			3,183,870			3,194,566			3,183,870
Net income (loss) per share:
Basic	$	0.87		$	(1.91	)	$	(4.32	)	$	(5.95	)



Diluted	$	0.86		$	(1.91	)	$	(4.32	)	$	(5.95	)



Other Financial Data:
Adjusted EBITDA(2)(3)	$	34,113		$	30,285		$	113,860		$	8,372		$	78,690		$	57,511
Adjusted EBITDA margin(2)(3)		7.5	%		7.0	%		6.7	%		6.6	%		6.4	%		5.0	%

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	Successor						Predecessor

	Successor						Predecessor
	July 31, 2015		April 30, 2015		April 30, 2014		April 30, 2013


	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	13,167	$	12,284	$	32,662	$	13,383
Total assets		1,139,894		1,154,576		1,122,351		494,626
Total debt(4)		582,773		556,984		538,785		115,003
Total stockholders' equity (deficit)		290,760		297,472		299,434		(274,846	)

		Three Months Ended July 31, 2015			Fiscal Year Ended April 30, 2015

		(in thousands, except share and per share data)
Pro Forma Statement of Operations Data (5):
Pro forma net income(5)
Pro forma weighted average shares outstanding(6)
Basic
Diluted
Pro forma net income per share(5)(6)
Basic
Diluted

	Three Months Ended				Fiscal Year Ended

	July 31, 2015		July 31, 2014		April 30, 2015		April 30, 2014		April 30, 2013
Selected Operating Data:
Branches (at period end)		156		143		156		140		132
Employees (at period end)		3,175		2,709		3,088		2,621		2,405
Wallboard volume (million square feet)		681		578		2,328		2,088		1,850

(1): Represents the change in fair value of mandatorily redeemable common shares of the Predecessor, all of which were acquired by the Company on April 1, 2014 in connection with the Acquisition. These shares had certain redemption features which provided that upon the death or disability of the shareholder or termination of his employment, Predecessor would be required to purchase these shares at their then current fair values. Pursuant to this provision, these shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their estimated fair values at the end of any reporting period. Changes in fair value are reflected as "Change in fair value of mandatorily redeemable common shares" on our consolidated statements of operations. Fair value was estimated based on commonly used valuation techniques. For additional details, see Note 10 of our audited consolidated financial statements included elsewhere in this prospectus.
(2): We report our financial results in accordance with GAAP. However, we present Adjusted EBITDA and Adjusted EBITDA margin, which are not recognized financial measures under GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA is helpful in highlighting trends in our operating results, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.

In addition, we utilize Adjusted EBITDA in certain calculations under the ABL Facility and the Term Loan Facilities. The ABL Facility and the Term Loan Facilities permit us to make certain additional adjustments in calculating Consolidated EBITDA, such as projected net cost savings, which are not reflected in the Adjusted EBITDA data presented in this prospectus. We may in the future reflect such permitted adjustments in our calculations of Adjusted EBITDA. See "Description of Certain Indebtedness—Senior Credit Facilities."

You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

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We also include information concerning Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by net sales. We present Adjusted EBITDA margin because it is used by management as a performance measure to judge the level of Adjusted EBITDA that is generated from net sales.

Adjusted EBITDA and Adjusted EBITDA margin have their limitations as analytical tools and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

•: Adjusted EBITDA and Adjusted EBITDA margin do not reflect every expenditure, future requirements for capital expenditures or contractual commitments;
•: Adjusted EBITDA does not reflect changes in our working capital needs;
•: Adjusted EBITDA does not reflect the significant interest expense, or the amounts necessary to service interest or principal payments, on our outstanding debt;
•: Adjusted EBITDA does not reflect income tax expense and, because the payment of taxes is part of our operations, tax expense is a necessary element of our costs and ability to operate;
•: although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any costs of such replacements;
•: non-cash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period; and
•: Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations.

: We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted EBITDA margin only as supplemental information.

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The following is a reconciliation of our net income (loss) to Adjusted EBITDA:

	Successor												Predecessor

	Successor												Predecessor
	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013



	(in thousands)
Net income (loss)	$	2,786		$	(6,073	)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)
Interest expense		9,257			9,137			36,396			2,954			4,226			4,413
Change in fair value of mandatorily redeemable shares		—			—			—			—			200,004			198,212
Interest income		(230	)		(305	)		(1,010	)		(76	)		(846	)		(798	)
Income tax expense (benefit)		3,080			(714	)		(4,526	)		(6,863	)		6,623			11,534
Depreciation expense		7,273			9,284			32,208			3,818			12,224			11,665
Amortization expense		8,792			7,560			31,957			2,518			38			72

EBITDA	$	30,958		$	18,889		$	81,228		$	(16,602	)	$	21,408		$	42,471

Executive compensation(a)	$	—		$	—		$	—		$	20		$	2,427		$	13,420
Stock appreciation rights expense(b)		594			451			2,268			80			1,288			1,061
Redeemable noncontrolling interests(c)		554			455			1,859			71			2,957			2,195
Equity-based compensation(d)		498			1,864			6,455			1			27			82
Acquisition related costs(e)		—			492			837			16,155			51,809			230
Severance and other costs for discontinued operations and closed branches(f)		557			—			413			—			—			(30	)
Transaction costs (acquisitions and other)(g)		415			—			1,891			—			—			—
(Gain) loss on disposal of assets		(25	)		450			1,089			170			(1,034	)		(2,231	)
Management fee to related party(h)		562			562			2,250			188			—			—
Effects of fair value adjustments to inventory(i)		—			4,486			5,012			8,289			—			—
Interest rate swap and cap mark-to-market(j)		—			—			2,494			—			(192	)		313
Contributions from acquisitions(k)		—			2,636			8,064			—			—			—

Adjusted EBITDA	$	34,113		$	30,285		$	113,860		$	8,372		$	78,690		$	57,511

(a): Represents compensation paid to certain executives who were majority owners prior to the Acquisition. Following the Acquisition, these executives' compensation agreements were amended, and going forward we do not anticipate additional adjustments.
(b): Represents non-cash compensation expenses related to stock appreciation rights agreements. For additional details regarding stock appreciation rights, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(c): Represents non-cash compensation expense related to changes in the redemption values of noncontrolling interests. For additional details regarding redeemable noncontrolling interests of our subsidiaries, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(d): Represents non-cash equity-based compensation expense related to stock options.

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(e): Represents non-recurring expenses related specifically to the Acquisition, including fees to financial advisors, accountants, attorneys and other professionals as well as costs related to the retirement of corporate stock appreciation rights. Also included are one-time bonuses paid to certain employees in connection with the Acquisition.
(f): Represents severance expenses and other costs related to discontinued operations and closed branches.
(g): Represents one-time costs related to this offering and acquisitions (other than the Acquisition) paid to third party advisors.
(h): Represents management fees paid by us to our Sponsor. After this offering, our Sponsor will no longer receive management fees from us.
(i): Represents the non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value, primarily related to the Acquisition.
(j): Represents the mark-to-market adjustments for certain financial instruments.
(k): Represents earnings of acquired entities from the beginning of the period presented to the date of such acquisition, as well as certain purchasing synergies and cost savings, as defined in and permitted by the ABL Facility and the Term Loan Facilities. Contributions from acquisitions are only reflected for fiscal 2015 and the three months ended July 31, 2014.

(3): Our Adjusted EBITDA for fiscal 2015 and the three months ended July 31, 2014 includes approximately $8.1 million and $2.6 million, respectively, from entities acquired in fiscal 2015 and the three months ended July 31, 2014 for the period prior to the date of acquisition of such entities, as defined in and permitted by the ABL Facility and the Term Loan Facilities. However, Adjusted EBITDA margin, which is calculated as a percentage of net sales, excludes these $8.1 million and $2.6 million adjustments for fiscal 2015 and the three months ended July 31, 2014, respectively, to be consistent with our calculation of net sales for the same period.
(4): Includes long-term debt and capital lease obligations.
(5): Pro forma to give effect to the following transactions as if they had occurred as of the beginning of the periods presented: (i) this offering, (ii) the repayment of $ million of indebtedness under the Second Lien Facility from the proceeds of this offering as described in "Use of Proceeds" and (iii) each of the related adjustments mentioned below.
: Adjustments to net income (loss) for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015 reflect (i) a $ and $ , respectively, decrease in interest expense (see the reconciliation of historical interest expense to pro forma interest expense below), (ii) a $ and $ , respectively, increase in income tax expense due to higher income before taxes relating to our pro forma net income and (iii) the removal of $ and $ , respectively, of our Sponsor's management fees. Pro forma net income for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015 does not give effect to the payment of fees to our Sponsor of $ .
: The following is a reconciliation of historical net (loss) to pro forma net income for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015:

(in thousands)	Three Months Ended July 31, 2015	Fiscal Year Ended April 30, 2015

Net income (loss)	$	$
Decrease in interest expense(a)
Increase in income tax expense(b)
Removal of management fee(c)

Pro forma net income (loss)	$	$

(a): See the reconciliation of historical interest expense to pro forma interest expense below.
(b): Reflects an increase of $ and $ , respectively, in income tax expense for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015 for the related tax effects of the pro forma adjustments. The tax impact is based upon an increase of pro forma income before taxes of $ and $ , respectively, and a statutory tax rate of % and %, respectively.
(c): Reflects the removal of $ and $ , respectively, of our Sponsor's management fees for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015. In connection with this offering, the management agreement will be terminated. See "Certain Relationships and Related Party Transactions."

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The following is a reconciliation of historical interest expense to pro forma interest expense for the three months ended July 31, 2015 and the fiscal year ended April 30, 2015.

(in thousands)	Three Months Ended July 31, 2015	Fiscal Year Ended April 30, 2015

Interest expense	$	$
Decrease resulting from use of proceeds of this offering(a)

Pro forma interest expense	$	$

(a): Assumes repayment of $ million of indebtedness under the Second Lien Facility, which bears interest at a rate of 7.75% per annum, from the proceeds of this offering, as if it had occurred as of the beginning of the periods presented.

(6): Gives effect to (i) the -for- stock split effected on , 2015 and (ii) the shares of our common stock to be issued by us in this offering. Pro forma basic net income per share consists of pro forma net income divided by the pro forma basic weighted average common shares outstanding. Pro forma diluted net income per share consists of pro forma net income divided by the pro forma diluted weighted average common shares outstanding.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following factors, as well as other information contained in this prospectus, before deciding to invest in shares of our common stock. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment in our common stock.

Risks Relating to Our Business and Industry

Our business is affected by general business, financial market and economic conditions, which could adversely affect our results of operations.

Our business and results of operations are significantly affected by general business, financial market and economic conditions. General business, financial market and economic conditions that could impact the level of activity in the commercial and residential construction and the repair and remodeling markets include, among others, interest rate fluctuations, inflation, unemployment levels, tax rates, capital spending, bankruptcies, volatility in both the debt and equity capital markets, liquidity of the global financial markets, the availability and cost of credit, investor and consumer confidence, global economic growth, local, state and federal government regulation and the strength of regional and local economies in which we operate.

There was a significant decline in economic growth, both in the United States and worldwide, that began in the second half of 2007 and continued through 2011. During this period, the U.S. construction markets we serve experienced unprecedented declines since the post-World War II era. There can be no guarantee that any improvement in these markets will be sustained or continue.

Our sales are in part dependent upon the commercial new construction market and the commercial repair and remodel market.

The recent downturn in the U.S. commercial new construction market was one of the most severe of the last 40 years. Previously, such downturns in the construction industry have typically lasted about 2 to 3 years, resulting in market declines of approximately 20% to 40%, while the recent downturn in the commercial construction market has lasted over 4 years, resulting in a market decline of approximately 60%. According to Dodge Data & Analytics, commercial construction put in place began to recover in 2013 and continued to increase 11% in 2014. However, 2014 levels of new commercial construction square footage put in place, measured by square footage of construction, are still well below the historical market average of 1.3 billion square feet annually since 1970. We cannot predict the duration of the current market conditions or the timing or strength of any future recovery of commercial construction activity in our markets. Continued weakness in the commercial construction market and the commercial R&R market, would have a significant adverse effect on our business, financial condition and operating results. Continued uncertainty about current economic conditions will continue to pose a risk to our business that serves the commercial construction and R&R markets as participants in this industry may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a continued material negative effect on the demand for our products and services.

Our sales are also in part dependent upon the residential new construction market and home repair and remodeling activity.

The distribution of our products, particularly wallboard, to contractors serving the residential market represents a significant portion of our business. Though its cyclicality has historically been somewhat moderated by R&R activity, wallboard demand is highly correlated with housing starts. Housing starts and R&R activity, in turn, are dependent upon a number of factors, including housing demand, housing inventory levels, housing affordability, foreclosure rates, geographical shifts in the

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population and other changes in demographics, the availability of land, local zoning and permitting processes, the availability of construction financing and the health of the economy and mortgage markets. Unfavorable changes in any of these factors beyond our control could adversely affect consumer spending, result in decreased demand for homes and adversely affect our business.

Beginning in mid-2006 and continuing through late-2011, the homebuilding industry experienced a significant downturn. This decrease in homebuilding activity led to a steep decline in wallboard demand which, in turn, had a significant adverse effect on our business during this time. According to the U.S. Census Bureau, 1.0 million housing units were started in 2014, representing an increase of 8% from 2013. Nevertheless, housing starts in 2014 remained significantly below their historical long-term average. In addition, some analysts project that the demand for residential construction may be negatively impacted as the number of renting households has increased in recent years and a shortage in the supply of affordable housing is expected to result in lower home ownership rates. The timing and extent of a recovery, if any, in homebuilding and the resulting impact on demand for our products are uncertain. Further, even if homebuilding activity fully recovers, the impact of such recovery on our business may be suppressed if, for example, the average selling price or average size of new single family homes decreases, which could cause homebuilders to decrease spending on our services and the products we distribute.

Beginning in 2007, the mortgage markets were also substantially disrupted as a result of increased defaults, primarily due to weakened credit quality of homeowners. In reaction to the disruption in the mortgage markets, stricter regulations and financial requirements were adopted and the availability of mortgages for potential homebuyers was significantly reduced as a result of a limited credit market and stricter standards to qualify for mortgages. Mortgage financing and commercial credit for smaller homebuilders, as well as for the development of new residential lots, continue to be constrained. If the residential construction industry continues to experience weakness and a reduction in activity, our business, financial condition and operating results will be significantly and adversely affected.

We also rely, in part, on home R&R activity. High unemployment levels, high mortgage delinquency and foreclosure rates, lower home prices, limited availability of mortgage and home improvement financing and significantly lower housing turnover, may restrict consumer spending, particularly on discretionary items such as home improvement projects, and affect consumer confidence levels leading to reduced spending in the R&R end markets. We cannot predict the timing or strength of a significant recovery in R&R activity, if any. Furthermore, without a significant recovery of the general economy, consumer preferences and purchasing practices and the strategies of our customers may adjust in a manner that could result in changes to the nature and prices of products demanded by the end consumer and our customers and could adversely affect our business and results of operations.

Our industry and the markets in which we operate are highly fragmented and competitive, and increased competitive pressure may adversely affect our results.

We currently compete in the wallboard, ceilings and complementary interior construction products distribution markets primarily with smaller distributors, but we also face competition from a number of national and multi-regional distributors of building materials, some of which are larger and have greater financial resources than us.

Competition varies depending on product line, type of customer and geographic area. If our competitors have greater financial resources, they may be able to offer higher levels of service or a broader selection of inventory than we can. As a result, we may not be able to continue to compete effectively with our competitors. Any of our competitors may (i) foresee the course of market development more accurately than we do, (ii) provide superior service and sell or distribute superior products, (iii) have the ability to supply or deliver similar products and services at a lower cost, (iv) develop stronger relationships with our customers and other consumers in the industry in which we

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operate, (v) adapt more quickly to evolving customer requirements than we do, (vi) develop a superior network of distribution centers in our markets or (vii) access financing on more favorable terms than we can obtain. As a result, we may not be able to compete successfully with our competitors.

Competition can also reduce demand for our products, negatively affect our product sales or cause us to lower prices. The consolidation of homebuilders may result in increased competition for their business. Certain product manufacturers that sell and distribute their products directly to homebuilders may increase the volume of such direct sales. Our suppliers may also elect to enter into exclusive supplier arrangements with other distributors.

Our customers consider the performance of the products we distribute, our customer service and price when deciding whether to use our services or purchase the products we distribute. Excess industry capacity for certain products in several geographic markets could lead to increased price competition. We may be unable to maintain our operating costs or product prices at a level that is sufficiently low for us to compete effectively. If we are unable to compete effectively with our existing competitors or new competitors enter the markets in which we operate, our financial condition, operating results and cash flows may be adversely affected.

We are subject to significant pricing pressures.

Large contractors and homebuilders in both the commercial and residential industries have historically been able to exert significant pressure on their outside suppliers and distributors to keep prices low in the highly fragmented building products supply and services industry. The recent construction industry downturn significantly increased the pricing pressures from homebuilders and other customers. In addition, continued consolidation in the commercial and residential industries and changes in builders' purchasing policies and payment practices could result in even further pricing pressure. A decline in the prices of the products we distribute could adversely impact our operating results. When the prices of the products we distribute decline, customer demand for lower prices could result in lower sales prices and, to the extent that our inventory at the time was purchased at higher costs, lower margins. Alternatively, due to the rising market price environment, our suppliers may increase prices or reduce discounts on the products we distribute and we may be unable to pass on any cost increase to our customers, thereby resulting in reduced margins and profits. Overall, these pricing pressures may adversely affect our operating results and cash flows.

The trend toward consolidation in our industry may negatively impact our business.

Customer demands and supplier capabilities have resulted in consolidation in our industry, which could cause markets to become more competitive as greater economies of scale are achieved by distributors that are able to efficiently expand their operations. We believe these customer demands could result in fewer overall distributors operating multiple locations. There can be no assurance that we will be able to effectively take advantage of this trend toward consolidation which may make it more difficult for us to maintain operating margins and could also increase the competition for acquisition targets in our industry, resulting in higher acquisition costs and prices.

We may be unable to successfully implement our growth strategy, which includes pursuing strategic acquisitions and opening new branches.

Our long-term business strategy depends in part on increasing our sales and growing our market share through strategic acquisitions and opening new branches. If we fail to identify and acquire suitable acquisition targets on appropriate terms, our growth strategy may be materially and adversely affected. Further, if our operating results decline as a result of reduced activity in the residential or commercial construction markets, we may be unable to obtain the capital required to effect new acquisitions or open new branches.

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In addition, we may not be able to integrate the operations of future acquired businesses in an efficient and cost-effective manner or without significant disruption to our existing operations. Moreover, acquisitions involve significant risks and uncertainties, including uncertainties as to the future financial performance of the acquired business, difficulties integrating acquired personnel and corporate cultures into our business, the potential loss of key employees, customers or suppliers, difficulties in integrating different computer and accounting systems, exposure to unknown or unforeseen liabilities of acquired companies, difficulties implementing disclosure controls and procedures and internal control over financial reporting for the acquired businesses, and the diversion of management attention and resources from existing operations. We may be unable to successfully complete potential acquisitions due to multiple factors, such as issues related to regulatory review of the proposed transactions. We may also be required to incur additional debt in order to consummate acquisitions in the future, which debt may be substantial and may limit our flexibility in using our cash flow from operations. Our failure to integrate future acquired businesses effectively or to manage other consequences of our acquisitions, including increased indebtedness, could prevent us from remaining competitive and, ultimately, could adversely affect our financial condition, operating results and cash flows.

In addition, if we finance acquisitions by issuing our equity securities or securities convertible into our equity securities, our existing stockholders would be diluted, which, in turn, could adversely affect the market price of our common stock. We could also finance an acquisition with debt, resulting in higher leverage and interest costs relating to the acquisition. As a result, if we fail to evaluate and execute acquisitions efficiently, we may not ultimately experience the anticipated benefits of the acquisitions, and we may incur costs that exceed our expectations.

We may not be able to expand into new geographic markets, which may impact our ability to grow our business.

We intend to continue to pursue our growth strategy to expand into new geographic markets for the foreseeable future. Our expansion into new geographic markets may present competitive, distribution and other challenges that differ from the challenges we currently face. In addition, we may be less familiar with the customers in these markets and may ultimately face different or additional risks, as well as increased or unexpected costs, compared to those we experience in our existing markets. Expansion into new geographic markets may also expose us to direct competition with companies with whom we have limited or no past experience as competitors. To the extent we rely upon expanding into new geographic markets and do not meet, or are unprepared for, any new challenges posed by such expansion, our future sales growth could be negatively impacted, our operating costs could increase, and our business operations and financial results could be negatively affected.

Product shortages, loss of key suppliers or failure to develop relationships with qualified suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.

We distribute wallboard, ceilings and related specialty building materials that are manufactured by a number of major suppliers. Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. Generally, the products we distribute are obtainable from various sources and in sufficient quantities. Any disruption in our sources of supply, particularly of the most commonly sold items, could result in a loss of revenues, reduced margins and damage to our relationships with customers. Supply shortages may occur as a result of unanticipated increases in demand or difficulties in production or delivery. When shortages occur, our suppliers often allocate products among distributors. The loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements, such as those whereby we are afforded exclusive distribution rights in certain geographic

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areas, could adversely impact our financial condition, operating results and cash flows. For example, if our relationship with Armstrong were to be damaged or lost, our financial condition, operating results and cash flows may suffer.

Our ability to maintain relationships with qualified suppliers who can satisfy our high standards for quality and our need to be supplied with products in a timely and efficient manner is a significant challenge. Our suppliers' ability to provide us with products can also be adversely affected in the event they become financially unstable, particularly in light of continuing economic difficulties in various regions of the United States and the world, fail to comply with applicable laws, encounter supply disruptions, shipping interruptions or increased costs, or they become faced with other factors beyond our control.

Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. If market conditions change, suppliers may stop offering us favorable terms. Failure by our suppliers to continue to supply us with products on favorable terms, commercially reasonable terms, or at all, could put pressure on our operating margins or have a material adverse effect on our financial condition, operating results and cash flows.

The commercial and residential construction markets are seasonal.

The markets in which we operate are seasonal. Although weather patterns affect our operating results throughout the year, the months of November through February have historically been, and are generally expected to continue to be, adversely affected by weather patterns in some of our markets, causing reduced commercial and residential construction activity. We experience seasonal variation as a result of our customers' dependence on suitable weather to engage in construction, repair and remodeling projects. For example, during the winter months, construction activity generally declines due to inclement weather and shorter daylight hours. In addition, to the extent that hurricanes, severe storms, earthquakes, floods, fires, other natural disasters or similar events occur in the markets in which we operate, our business may be adversely affected. As a result, our operating results have historically varied significantly between fiscal quarters, and we anticipate that we will continue to experience these quarterly fluctuations in the future.

The loss of any of our significant customers or a reduction in the quantity of products they purchase could affect our financial health.

Our ten largest customers generated approximately 10.6% and 11.1% of our net sales in the aggregate for fiscal 2015 and full year 2014, respectively. We cannot guarantee that we will maintain or improve our relationships with these customers, or successfully assume the customer relationships of any businesses that we acquire, or that we will continue to supply these customers at historical levels. Due to the weak housing market in recent years in comparison to long-term averages, many of our homebuilder customers substantially reduced their construction activity. Some of our homebuilder customers exited or severely curtailed building activity in certain of our markets.

In addition, professional homebuilders, commercial builders and other customers may: (i) purchase some of the products that we currently sell and distribute directly from manufacturers; (ii) elect to establish their own building products manufacturing and distribution facilities or (iii) give advantages to manufacturing or distribution intermediaries in which they have an economic stake. Continued consolidation among professional homebuilders and commercial builders could also result in a loss of some of our present customers to our competitors. The loss of one or more of our significant customers or deterioration in our existing relationships with any of our customers could adversely affect our financial condition, operating results and cash flows. Furthermore, our customers typically are not required to purchase any minimum amount of products from us. Should our customers purchase the products we distribute in significantly lower quantities than they have in the past, or should the customers of any businesses that we acquire purchase products from us in significantly lower quantities than they had prior to our acquisition of the business, such decreased purchases could have a material adverse effect on our financial condition, operating results and cash flows.

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We are exposed to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings related to our business, the products we distribute, the services we provide and services provided for us by third parties.

In the ordinary course of business, we are subject to various claims and litigation. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management's attention and resources. The building materials industry has been subject to personal injury and property damage claims arising from alleged exposure to raw materials contained in building products as well as claims for incidents of catastrophic loss, such as building fires. As a distributor of building materials, we face an inherent risk of exposure to product liability claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or violated environmental, health or safety or other laws. Such product liability claims have included and may in the future include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. In particular, certain of our subsidiaries have been the subject of claims related to alleged exposure to asbestos-containing products they distributed prior to 1979, which have not materially impacted our financial condition or operating results. See "Business—Litigation and Legal Proceedings." We are also from time to time subject to casualty, contract, tort and other claims relating to our business, the products we have distributed in the past or may in the future distribute, and the services we have provided in the past or may in the future provide, either directly or through third parties. If any such claim were adversely determined, our financial condition, operating results and cash flows could be adversely affected if we were unable to seek indemnification for such claims or were not adequately insured for such claims. We rely on manufacturers and other suppliers to provide us with the products we sell or distribute. Since we do not have direct control over the quality of products that are manufactured or supplied to us by third-parties, we are particularly vulnerable to risks relating to the quality of such products. In addition, we are exposed to potential claims arising from the conduct of our employees, builders and their subcontractors, and third-party installers for which we may be liable. We and they are subject to regulatory requirements and risks applicable to general contractors, which include management of licensing, permitting and quality of third-party installers. As they apply to our business, if we fail to manage these processes effectively or provide proper oversight of these services, we could suffer lost sales, fines and lawsuits, as well as damage to our reputation, which could adversely affect our business and the results of our operations.

In addition, claims and investigations may arise related to distributor relationships, commercial contracts, antitrust or competition law requirements, employment matters, employee benefits issues and other compliance and regulatory matters, including anti-corruption and anti-bribery matters. While we have processes and policies designed to mitigate these risks and to investigate and address such claims as they arise, we cannot predict or, in some cases, control the costs to defend or resolve such claims.

Although we believe we currently maintain suitable and adequate insurance in excess of our self-insured amounts, there can be no assurance that we will be able to maintain such insurance on acceptable terms or that such insurance will provide adequate protection against potential liabilities, and the cost of any product liability, warranty, casualty, construction defect, contract, tort, employment or other litigation or other proceeding, even if resolved in our favor, could be substantial. Additionally, we do not carry insurance for all categories of risk that our business may encounter. Any significant uninsured liability may require us to pay substantial amounts. There can be no assurance that any current or future claims will not adversely affect our financial position, cash flows or results of operations.

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Our operations are subject to various hazards that may cause personal injury or property damage and increase our operating costs, and which may exceed the coverage of our insurance.

There are inherent risks to our operations. Our delivery employees are subject to the usual hazards associated with providing services on construction sites, while our distribution center personnel are subject to the hazards associated with moving and storing large quantities of heavy materials. In addition, we employ approximately 950 drivers in connection with our distribution operations and, from time to time, these drivers are involved in accidents which may cause injuries and in which goods carried by these drivers may be lost or damaged. Our trucks with articulating boom loaders, particularly when loaded, expose our drivers and others to traffic hazards.

Operating hazards can cause personal injury and loss of life, damage to or destruction of property, building and equipment and environmental damage, and we cannot eliminate these risks. We maintain vehicle and commercial insurance to cover property damages and personal injuries resulting from traffic accidents, and rely on state mandated social insurance for work-related injuries of our employees. Nevertheless, any claim that exceeds the scope of our insurance coverage, if successful and of sufficient magnitude, could result in the incurrence of substantial costs and the diversion of resources, which could have a material adverse effect on us. A material increase in the frequency or severity of accidents, claims for lost or damaged goods, liability claims, workers' compensation claims, or unfavorable resolutions of any such claims could also adversely affect our results of operations to the extent such claims are not covered by our insurance or such losses exceed our reserves. Further, significant increases in insurance costs or the inability to purchase insurance as a result of these claims could reduce our profitability and have an adverse effect on our results of operations. The timing of the incurrence of these costs could significantly and adversely impact our operating results compared to prior periods.

Failure to attract and retain key employees could have a significant adverse effect on our business.

Our success depends to a large extent on our ability to attract, hire, train and retain qualified managerial, operational, sales and other personnel. We face significant competition for qualified and experienced employees in our industry and from other industries and, as a result, we may be unable to attract and retain the personnel needed to successfully conduct and grow our operations. Additionally, key personnel, including members of management and our sales team with key customer relationships, may leave and compete against us.

Our continued success also depends to a significant degree on the continued service of our senior management team. Each member having an average of 25 years of experience in the building products distribution sector, our senior management team has been integral to our successful acquisition and integration of businesses to grow our market share. The loss of any member of our senior management team or other experienced, senior employees or sales team members could significantly impair our ability to execute our business plan, cause us to lose customers and reduce our net sales, or lead to challenges with employee morale and the loss of other key employees. In any such event, our financial condition, operating results and cash flows could be adversely affected.

Additionally, the recent downturn in the general economy and the markets we serve resulted in a reduction of the workforce in the construction industry. There can be no assurance that we or our customers will be able to efficiently attract employees as activity in the markets we serve returns to historical levels. As a result, we and our customers may experience higher costs in attracting and retaining such employees. Any significant increases in these costs may have an adverse effect on our financial position, cash flows or results of operations.

Higher health care costs and labor costs could adversely affect our business.

As a result of the passage in 2010 of the U.S. Patient Protection and Affordable Care Act, or the ACA, we are required to provide affordable coverage, as defined in the ACA, to all employees, or

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otherwise be subject to a payment per employee based on the affordability criteria in the ACA. Additionally, some states and localities have passed state and local laws mandating the provision of certain levels of health benefits by some employers. Increased health care and insurance costs as well as other changes in federal or state workplace regulations could have a material adverse effect on our business, financial condition and results of operations.

Various federal and state labor laws govern our relationships with our employees and affect our operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers' compensation rates, overtime, family leave, safety standards, payroll taxes, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. As our employees may be paid at rates that relate to the applicable minimum wage, further increases in the minimum wage could increase our labor costs. Significant additional government regulations could materially affect our business, financial condition and results of operations.

In addition, we compete with other companies for many of our employees in hourly positions, and we invest significant resources to train and motivate our employees to maintain a high level of job satisfaction. Our hourly employment positions have historically had high turnover rates, which can lead to increased spending on training and retention and, as a result, increased labor costs. If we are unable to effectively retain highly qualified employees in the future, it could adversely impact our operating results.

The majority of our net sales are credit sales that are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industry and geographic areas in which they operate, and the failure to collect or timely collect monies owed from customers could adversely affect our financial condition.

The majority of our net sales volume in fiscal 2015 was facilitated through the extension of credit to our customers whose ability to pay is dependent, in part, upon the economic strength of the industry in the areas where they operate. We offer credit to customers, either through unsecured credit that is based solely upon the creditworthiness of the customer, or secured credit for materials sold for a specific construction project where we establish a security interest in the material used in the project. The type of credit we offer depends both on the customer's financial strength and the nature of the business in which the customer is involved. End users, resellers and other non-contractor customers typically purchase more on unsecured credit than secured credit. If any of our customers are unable to repay credit that we have extended in a timely manner, or at all, our financial condition, operating results and cash flows would be adversely affected. Further, our collections efforts with respect to non-paying or slow-paying customers could negatively impact our customer relations going forward.

Because we depend on certain of our customers to repay extensions of credit, if the financial condition of our customers declines, our credit risk could increase as a result. Significant contraction in the commercial and residential construction markets, coupled with limited credit availability and stricter financial institution underwriting standards, could adversely affect the operations and financial stability of certain of our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect the collectability of our accounts receivable, bad debt reserves and net income.

We occupy many of our facilities under long-term non-cancellable leases, and we may be unable to renew our leases at the end of their terms.

Many of our facilities and distribution centers are located on leased premises subject to non-cancellable leases. Typically, our leases have initial terms ranging from three to five years, with options to renew for specified periods of time. We believe that our future leases will likely also be long-term and non-cancellable and have similar renewal options. If we close or stop fully utilizing a facility, we will most likely remain obligated to perform under the applicable lease, which would

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include, among other things, making the base rent payments, and paying insurance, taxes and other expenses on the leased property for the remainder of the lease term. Our future minimum aggregate rental commitments for leases for our facilities and distribution centers, as of April 30, 2015, is approximately $50.8 million of which $49.4 million is not reflected as liabilities on our balance sheet. Our inability to terminate a lease when we stop fully utilizing a facility or exit a geographic market can have a significant adverse impact on our financial condition, operating results and cash flows.

In addition, at the end of the lease term and any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all. If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, which in turn could have a material adverse effect on our business and operating results. Further, we may not be able to secure a replacement facility in a location that is as commercially viable, including access to rail service, as the lease we are unable to renew. Having to close a facility, even briefly to relocate, would reduce the sales that such facility would have contributed to our revenues. Additionally, a relocated facility may generate less revenue and profit, if any, than the facility it was established to replace.

Our operating results and financial position could be negatively impacted by accounting policies, rules and regulations.

Our operating results and financial position could be negatively impacted by implementation of our various accounting policies as well as changes to accounting rules and regulations or new interpretations of existing accounting standards. These changes may include, without limitation, changes to lease accounting standards. In addition, from time to time we could incur impairment charges that adversely affect our operating results. For example, changes in economic or operating conditions impacting our estimates and assumptions could result in the impairment of intangible assets (such as goodwill) or long-lived assets in accordance with applicable accounting guidance. In the event that we determine our intangible or long-lived assets are impaired, we may be required to record a significant charge to earnings in our financial statements that could have a material adverse effect on our results of operations.

We may be unable to effectively manage our inventory and working capital as our sales volume increases or the prices of the products we distribute fluctuate, which could have a material adverse effect on our business, financial condition and operating results.

We purchase certain products, including wallboard, ceilings, steel framing and other specialty building materials, from manufacturers which are then sold and distributed to customers. We must maintain, and have adequate working capital to purchase, sufficient inventory to meet customer demand. Due to the lead times required by our suppliers, we order products in advance of expected sales. As a result, we are required to forecast our sales and purchase accordingly. In periods characterized by significant changes in economic growth and activity in the commercial and residential building and home repair and remodeling industries, it can be especially difficult to forecast our sales accurately. We must also manage our working capital to fund our inventory purchases. Excessive increases in the market prices of certain building products, such as wallboard, ceilings and steel framing, can put negative pressure on our operating cash flows by requiring us to invest more in inventory. In the future, if we are unable to effectively manage our inventory and working capital as we attempt to expand our business, our cash flows may be negatively affected, which could have a material adverse effect on our business, financial condition and operating results.

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The agreements that govern our indebtedness contain various financial covenants that could limit our ability to engage in activities that may be in our best long-term interests.

The agreements that govern our indebtedness include covenants that, among other things, may impose significant operating and financial restrictions, including restrictions on our ability to engage in activities that may be in our best long-term interests. These covenants may restrict our ability to:

•: incur additional indebtedness;
•: create or maintain liens on property or assets;
•: make investments, loans and advances;
•: sell certain assets or engage in acquisitions, mergers or consolidations;
•: redeem debt;
•: pay dividends and distributions; and
•: enter into transactions with affiliates.

In addition, under the terms of our senior secured asset based revolving credit facility, or the ABL Facility, we may at times be required to comply with a specified fixed charge coverage ratio. Our ability to meet this ratio could be affected by events beyond our control, and we cannot assure that we will meet this ratio.

A breach of any of the covenants under any of our debt agreements would result in a default under such agreement. If any such default occurs, the administrative agent under the agreement would be entitled to take various actions, including the acceleration of amounts due under the agreement and all actions permitted to be taken by a secured creditor. This could have serious adverse consequences on our financial condition and could cause us to become insolvent.

Our current indebtedness, degree of leverage and any future indebtedness we may incur, may adversely affect our cash flow, limit our operational and financing flexibility and negatively impact our business and our ability to make payments on our indebtedness and declare dividends and make other distributions.

Our subsidiary, GYP Holdings III Corp., entered into the ABL Facility and the Term Loan Facilities in connection with the Acquisition. As of July 31, 2015, $41.8 million was outstanding under the ABL Facility and $147.1 million was available for future borrowings under the ABL Facility. In addition, we had $385.1 million outstanding under the First Lien Facility and $160.0 million outstanding under the Second Lien Facility. We may incur substantial additional debt in the future. The ABL Facility, the Term Loan Facilities and other debt instruments we may enter into in the future, may have significant consequences to our business and, as a result, may impact our stockholders, including:

•: impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;
•: requiring us to dedicate a significant portion of our cash flows from operations to pay interest on any outstanding indebtedness, which would reduce the funds available to us for operations and other purposes;
•: limiting our flexibility in planning for, or reacting to, changes in our business, the industries in which we operate;
•: making it more difficult for us to satisfy our obligations with respect to our indebtedness;
•: making us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

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•: placing us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, more able to take advantage of opportunities that our leverage prevents us from exploiting;
•: impairing our ability to refinance existing indebtedness or borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes;
•: restricting our ability to pay dividends and make other distributions; and
•: adversely affecting our credit ratings.

Any of the above listed factors could materially adversely affect our financial condition, liquidity or results of operations.

Furthermore, we expect that we will depend primarily on cash generated by our operations in order to pay our expenses and any amounts due under our existing indebtedness and any future indebtedness we may incur. As a result, our ability to repay our indebtedness depends on the future performance of our business, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flows from operations in the future and we may not achieve our currently anticipated growth in revenues and cash flows, either or both of which could result in our being unable to repay indebtedness or to fund other liquidity needs. If we do not have enough funds, we may be required to refinance all or part of our then existing indebtedness, sell assets or borrow additional funds, in each case on terms that may not be acceptable to us, if at all. In addition, the terms of existing or future debt agreements, including our existing ABL Facility, may restrict us from engaging in any of these alternatives. Our ability to recapitalize and incur additional debt in the future could also delay or prevent a change in control of our Company, make certain transactions more difficult to complete or impose additional financial or other covenants on us.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We may be able to incur significant additional indebtedness in the future, including secured debt. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness, including obligations under lease arrangements that are currently recorded as operating leases even if operating leases were to be treated as debt under GAAP. In addition, the ABL Facility provides a commitment of up to $200.0 million, subject to a borrowing base. As of July 31, 2015, we are able to borrow an additional $147.1 million under the ABL Facility. If new debt is added to our current debt levels, the related risks that we now face could intensify. See "Description of Certain Indebtedness."

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A significant portion of our outstanding debt bears interest at variable rates. We have entered into an interest rate cap on three-month U.S. dollar LIBOR, which effectively caps the interest rate at 5.75% on an initial notional amount of $275.0 million of our variable rate debt obligation under the First Lien Facility, or any replacement facility with similar terms. However, increases in interest rates with respect to any amount of our debt not covered by the interest rate cap could increase the cost of servicing our debt and could materially reduce our profitability and cash flows. Excluding the effect of the interest rate cap and the interest rate floor on the Term Loan Facilities, each 1% increase in interest rates on the Term Loan Facilities would increase our annual interest expense by approximately $5.4 million based on balances outstanding under the Term Loan Facilities as of July 31, 2015.

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Assuming the ABL Facility was fully drawn, each 1% increase in interest rates would result in a $2.0 million increase in annual interest expense on the ABL Facility. The impact of increases in interest rates could be more significant for us than it would be for some other comparable companies because of our substantial indebtedness.

We incurred net losses in recent periods and we may experience net losses in the future.

We experienced net losses of $13.8 million, $19.0 million, $200.9 million and $6.1 million for fiscal 2015, the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the three months ended July 31, 2014, respectively. There is no guarantee that we will be successful in realizing or sustaining net income or otherwise achieving profitability or sustaining positive Adjusted EBITDA and operating cash flow in future periods. Any failure to achieve or sustain net income or sustain positive Adjusted EBITDA and operating cash flow could, among other things, impair our ability to complete future financings, increase the cost of obtaining financing or force us to seek additional capital through sales of our equity securities, which could dilute the value of any shares of common stock you purchase in this offering. In addition, a lack of profitability could adversely affect the price of our common stock.

We may have future capital needs that require us to incur additional debt and may be unable to obtain additional financing on acceptable terms, if at all.

We rely substantially on the liquidity provided by our existing ABL Facility and cash on hand to provide working capital and fund our operations. Our working capital and capital expenditure requirements are likely to grow as the commercial and residential construction markets improve and we execute our strategic growth plan. Economic and credit market conditions, the performance of the commercial and residential construction markets, and our financial performance, as well as other factors, may constrain our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability of credit, economic conditions and financial, business and other factors, many of which are beyond our control. The prolonged continuation or worsening of current housing market conditions and the macroeconomic factors that affect our industry could require us to seek additional capital and have a material adverse effect on our ability to secure such capital on favorable terms, if at all.

We may be unable to secure additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under our outstanding indebtedness. If additional funds are raised through the issuance of additional equity or convertible debt securities, our stockholders may experience significant dilution. We may also incur additional indebtedness in the future, including secured debt, subject to the restrictions contained in the ABL Facility and the Term Loan Facilities. If new debt is added to our current debt levels, the related risks that we now face could intensify.

Because we are a holding company with no operations of our own, we are financially dependent on receiving distributions from our subsidiaries and we could be harmed if such distributions could not be made in the future.

We are a holding company and all of our operations are conducted through subsidiaries. Consequently, we rely on payments or distributions from our subsidiaries. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, we will be dependent on our subsidiaries to make funds available to us for the payment of such dividends. The ability of such subsidiaries to pay dividends or make other payments or distributions to us is subject to applicable local law. Such laws and restrictions could limit the payment of dividends and distributions to us, which would restrict our ability to continue operations. In addition, the terms of the agreements governing the

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ABL Facility and the Term Loan Facilities restrict the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. Furthermore, our subsidiaries are permitted under the terms of the ABL Facility and the Term Loan Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us.

Some of our subsidiaries sponsor deferred compensation arrangements that entitle selected employees of those subsidiaries to participate in increases in the adjusted book value of a specified number of shares of common stock of those subsidiaries. Employees participate in these arrangements through cash-based stock appreciation rights, by holding common stock of the applicable subsidiary and/or through deferred compensation programs. As of July 31, 2015, we recorded an aggregate fair value of $50.1 million of liabilities related to these compensation arrangements on our unaudited condensed consolidated balance sheets, of which $2.7 million is classified as a current liability and the remainder is classified as a long-term liability. Upon termination of employment of those with whom we have these arrangements, these subsidiaries are required to make payments to these individuals. Settlements of these awards are typically made with cash or through execution of an installment note payable to the employee over a period of four to five years. Any requirement to make payments to employees pursuant to these deferred compensation arrangements could impact the cash flows of these subsidiaries and their ability to make funds available to us.

An impairment of goodwill could have a material adverse effect on our results of operations.

Acquisitions frequently result in the recording of goodwill and other intangible assets. At April 30, 2015, goodwill represented 29.7% of our total assets. Goodwill is not amortized and is subject to impairment testing at least annually using a fair value based approach. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units, which are consistent with our operating segments. The estimates of fair value of reporting units are based on the best information available as of the date of the assessment and incorporate management assumptions about expected future cash flows and other valuation techniques. Future cash flows can be affected by changes in industry or market conditions, among other factors. The recoverability of goodwill is evaluated at least annually and when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. The annual impairment test resulted in no impairment of goodwill during fiscal 2015, full year 2014 or fiscal 2013.

We cannot accurately predict the amount and timing of any impairment of assets, and, in the future, we may be required to take additional goodwill or other asset impairment charges relating to certain of our reporting units. Any such non-cash charges would have an adverse effect on our financial results.

Federal, state, local and other regulations could impose substantial costs and restrictions on our operations that would reduce our net income.

We are subject to various federal, state, local and other laws and regulations, including, among other things, transportation regulations promulgated by the U.S. Department of Transportation, or the DOT, work safety regulations promulgated by the Occupational Safety and Health Administration, or OSHA, employment regulations promulgated by the U.S. Equal Employment Opportunity Commission, regulations of the U.S. Department of Labor, accounting standards issued by the Financial Accounting Standards Board or similar entities, and state and local zoning restrictions, building codes and contractors' licensing regulations. More burdensome regulatory requirements in these or other areas may increase our general and administrative costs and adversely affect our financial condition, operating results and cash flows. Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to litigation and substantial fines and penalties that could adversely affect our financial condition, operating results and cash flows.

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Our transportation operations, upon which we depend to distribute products from our distribution centers, are subject to the regulatory jurisdiction of the DOT, which has broad administrative powers with respect to our transportation operations. Vehicle dimensions and driver hours of service also are subject to both federal and state regulation. More restrictive limitations on vehicle weight and size, trailer length and configuration, or driver hours of service would increase our costs, which, if we are unable to pass these cost increases on to our customers, may increase our selling, general and administrative expenses and adversely affect our financial condition, operating results and cash flows. If we fail to comply adequately with the DOT regulations or regulations become more stringent, we could experience increased inspections, regulatory authorities could take remedial action including imposing fines or shutting down our operations or we could be subject to increased audit and compliance costs. If any of these events were to occur, our financial condition, operating results and cash flows would be adversely affected.

In addition, the commercial and residential construction industries are subject to various local, state and federal statutes, ordinances, codes, rules and regulations concerning zoning, building design and safety, construction, contractor licensing, energy conservation and similar matters, including regulations that impose restrictive zoning and density requirements on the residential new construction industry or that limit the number of homes or other buildings that can be built within the boundaries of a particular area. Regulatory restrictions may increase our operating expenses and limit the availability of suitable building lots for our customers, any of which could negatively affect our business, financial condition and results of operations.

Compliance with environmental, health and safety laws and regulations could be expensive. Failure to comply with environmental, health and safety laws and regulations could subject us to significant liability.

We are subject to various federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the investigation and cleanup of contaminated properties, air emissions, water discharges, waste management and disposal, product safety and the health and safety of our employees and customers. These laws and regulations impose a variety of requirements and restrictions on our operations and the products we distribute. Our failure to comply with these laws and regulations could result in fines, penalties, enforcement actions, third party claims, damage to property or natural resources and personal injury, requirements to investigate or cleanup property or to pay for the costs of investigation or cleanup, or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions and could negatively impact our reputation with customers. Environmental, health and safety laws and regulations applicable to our business, the products we distribute and the business of our customers, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is difficult to accurately predict the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition or results of operations. Should environmental, health and safety laws and regulations, or their interpretation or enforcement, become more stringent, our costs, or the costs of our customers, could increase, which may have an adverse effect on our business, financial position, results of operations or cash flows.

Under certain environmental laws and regulations, such as the U.S. federal Superfund law or its state equivalents, the obligation to investigate, remediate, monitor and clean up contamination at a facility may be imposed on current and former owners, lessees or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be imposed without regard to fault or to the legality of the activities giving rise to the contamination. Contamination has been identified at several of our current and former facilities, and we have incurred and will continue to incur costs to investigate, remediate, monitor and otherwise address these conditions. Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our prior, existing or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

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Any significant fuel cost increases or shortages in the supply of fuel could disrupt our ability to distribute products to our customers, which could adversely affect our results of operations.

We currently use our own fleet of approximately 2,000 owned and leased vehicles to service customers in the regions in which we operate. As a result, we are inherently dependent upon energy to operate and are impacted by changes in diesel fuel prices. The cost of fuel has reached historically high levels during portions of the last several years, is largely unpredictable and has a significant impact on our results of operations. Fuel availability, as well as pricing, is also impacted by political and economic factors. It is difficult to predict the future availability of fuel due to the following factors, among others:

•: dependency on foreign imports of crude oil and the potential for hostilities or other conflicts in oil producing areas;
•: limited refining capacity; and
•: the possibility of changes in governmental policies on fuel production, transportation and marketing.

Significant disruptions in the supply of fuel could have a negative impact on fuel prices and thus our financial condition and results of operations.

A disruption or breach of our IT systems could adversely impact our business and operations.

We rely on the accuracy, capacity and security of our IT systems, some of which are managed or hosted by third parties, and our ability to continually update these systems in response to the changing needs of our business. In the ordinary course of our business, we collect and store sensitive data, including our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. We have incurred costs and may incur significant additional costs in order to implement the security measures that we feel are appropriate to protect our IT systems. Our security measures are focused on the prevention, detection and remediation of damage from computer viruses, natural or man-made disasters, unauthorized access, cyber attacks and other similar disruptions. Despite our security measures, our IT systems and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any attacks on our IT systems could result in our systems or data being breached or damaged by computer viruses or unauthorized physical or electronic access. Such a breach could result in not only business disruption, but also theft of our intellectual property or other competitive information or unauthorized access to controlled data and any personal information stored in our IT systems. To the extent that any data is lost or destroyed or any confidential information is inappropriately disclosed or used, it could adversely affect our competitive position or customer relationships. In addition, any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, damage our reputation and cause a loss of confidence in our business, products and services, which could adversely affect our business, financial condition, profitability and cash flows. To date, we have not experienced a material breach of our IT systems. However, during the course of preparing for this offering, we identified a material weakness in our general IT computer controls. See "—Risks Related to this Offering and Ownership of Our Common Stock—We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock."

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Natural or man-made disruptions to our facilities may adversely affect our business and operations.

We currently maintain a broad network of distribution facilities throughout the United States, as well as our Yard Support Center in Atlanta, Georgia, which supports our branches with various back office functions. In the event any of our facilities are damaged or operations are disrupted from fire, earthquake, weather-related events, an act of terrorism or any other cause, a significant portion of our inventory could be damaged and our ability to distribute products to customers could be materially impaired. Moreover, we could incur significantly higher costs and experience longer lead times associated with distributing products to our customers during the time that it takes for us to reopen or replace a damaged facility. Disruptions to the national or local transportation infrastructure systems, including those related to a domestic terrorist attack, may also affect our ability to keep our operations and services functioning properly. If any of these events were to occur, our financial condition, operating results and cash flows could be materially adversely affected.

Anti-terrorism measures and other disruptions to the transportation network could impact our distribution system and our operations.

Our ability to efficiently distribute products to our customers is an integral component of our overall business strategy. In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to implement various security measures that affect many parts of the transportation network in the United States. Our customers typically need quick delivery and rely on our on-time delivery capabilities. If security measures disrupt or impede the timing of our deliveries, we may fail to meet the needs of our customers, or may incur increased expenses to do so.

Risks Related to this Offering and Ownership of Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. Although we expect that our common stock will be approved for listing on the New York Stock Exchange, if an active trading market for our common stock does not develop following this offering, you may not be able to sell your shares quickly or above the initial public offering price. The initial public offering price for the shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market, and the value of our common stock may decrease from the initial public offering price.

The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our common stock could be volatile, and you can lose all or part of your investment. The following factors, in addition to other factors described in this "Risk Factors" section and elsewhere in this prospectus, may have a significant impact on the market price of our common stock:

•: announcements of innovations or new products or services by us or our competitors;
•: any adverse changes to our relationship with our customers, manufacturers or suppliers;
•: variations in the costs of products that we distribute;
•: any legal actions in which we may become involved;
•: announcements concerning our competitors or the building supply industry in general;
•: achievement of expected product sales and profitability;

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•: manufacture, supply or distribution shortages;
•: adverse actions taken by regulatory agencies with respect to our services or the products we distribute;
•: actual or anticipated fluctuations in our quarterly or annual operating results;
•: changes in financial estimates or recommendations by securities analysts;
•: trading volume of our common stock;
•: sales of our common stock by us, our executive officers and directors or our stockholders (including certain affiliates of AEA) in the future;
•: general economic and market conditions and overall fluctuations in the U.S. equity markets;
•: changes in accounting principles; and
•: the loss of any of our management or key personnel.

In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management's attention and resources, which could adversely impact our business. Any adverse determination in litigation could also subject us to significant liabilities.

Because AEA controls a significant percentage of our common stock, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our common stock.

Upon completion of this offering, certain affiliates of AEA will beneficially own approximately % of the voting power of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). Through this beneficial ownership and a stockholders agreement, which provides voting control over additional shares of our common stock, AEA will control approximately % of the voting power of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). As a result of this control, AEA will be able to influence or control matters requiring approval by our stockholders and/or our board of directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. AEA may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company and may materially and adversely affect the market price of our common stock. In addition, AEA may in the future own businesses that directly compete with ours. See "Prospectus Summary—Our Sponsor" and "Certain Relationships and Related Party Transactions."

Investors purchasing common stock in this offering will experience immediate and substantial dilution as a result of this offering and future equity issuances.

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your stock, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. As a result, you will pay a

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price per share that substantially exceeds the book value of our assets after subtracting our liabilities. The net tangible deficit per share, calculated as of , 2015 and after giving effect to the offering (assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus), is $ . Investors purchasing common stock in this offering will experience immediate and substantial dilution of $ per share, based on an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution.

As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the purchase price paid in this offering in the event of liquidation. See "Dilution."

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders' ability to transfer shares of our common stock for 180 days from the date of this prospectus, subject to certain exceptions. The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. After this offering, we will have outstanding shares of common stock based on the number of shares outstanding as of , 2015, assuming we sell shares in this offering. Subject to limitations, approximately shares will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section entitled "Shares Eligible for Future Sale." In addition, shares issued or issuable upon exercise of options vested as of the expiration of the lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could have a material adverse effect on the trading price of our common stock.

Moreover, after this offering, holders of an aggregate of shares of our common stock will have rights, subject to certain conditions such as the 180-day lock-up arrangement described above, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by our affiliates as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our markets, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our markets or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

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Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of the ABL Facility, the Term Loan Facilities and any future debt agreements may preclude our subsidiaries from paying dividends to us which, in turn, may preclude us from paying dividends to our stockholders. As a result, we expect that only appreciation of the price of our common stock, if any, will provide a return to investors in this offering for the foreseeable future.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the corporate governance standards of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the New York Stock Exchange. As a result, we will incur significant legal, accounting and other costs that we did not incur as a private company. These requirements will place a strain on our management, systems and resources and we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company. The Exchange Act will require us to file annual, quarterly and current reports with respect to our business and financial condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of shareholders. The Sarbanes-Oxley Act will require that we maintain effective disclosure controls and procedures and internal controls over financial reporting. The New York Stock Exchange will require that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and comply with the Exchange Act and the New York Stock Exchange requirements, significant resources and management oversight will be required. This may divert management's attention from other business concerns and lead to significant costs associated with compliance, which could have a material adverse effect on us and the price of our common stock.

We also expect that it could be difficult and will be significantly more expensive to obtain directors' and officers' liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by shareholders and third parties may also prompt even more changes in governance and reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

We are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to comply with the SEC's rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of control over financial reporting, as

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well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act (including an auditor attestation on management's internal controls report) until our annual report on Form 10-K for the fiscal year ending April 30, 2017.

During the course of preparing for this offering, we identified material weaknesses in the design and operation of our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses included an insufficient complement of personnel with a level of U.S. GAAP accounting knowledge commensurate with the Company's financial reporting requirements, a lack of formal accounting policies and procedures, ineffective IT general computer controls and a lack of controls over the preparation and review of manual journal entries. These deficiencies resulted in material adjustments to correct the previously issued consolidated financial statements of our wholly owned subsidiary, GYP Holdings III Corp., and could result in material misstatements to our consolidated financial statements that would not be prevented or detected.

We are currently in the process of remediating the above material weaknesses. We are taking numerous steps to enhance our internal control environment and address the underlying causes of the material weaknesses, primarily through the hiring of additional financial reporting personnel with technical accounting and financial reporting experience, formalizing our accounting policies and procedures, enhancing our internal review procedures during the financial statement close process and designing and implementing the appropriate IT general computer controls. Our current efforts to design and implement an effective control environment may not be sufficient to remediate the material weaknesses described above or prevent future material weaknesses or control deficiencies from occurring. There is no assurance that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

If we fail to effectively remediate the material weaknesses in our control environment, if we identify future material weaknesses in our internal controls over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.

We are a "controlled company" within the meaning of the rules of the New York Stock Exchange and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, we expect that a control group, consisting of certain affiliates of AEA and certain of our other stockholders, will continue to control a majority of the voting power of our outstanding common stock. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange. A company of which more than 50% of the voting power is held by an individual, a group or another company is a "controlled company" within the meaning of the rules of the New York Stock Exchange

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and may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including:

•: the requirement that a majority of our board consist of independent directors;
•: the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
•: the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to rely on all of the exemptions listed above. If we do utilize the exemptions, we will not have a majority of independent directors and our nominating and corporate governance and compensation committees will not consist entirely of independent directors. As a result, our board of directors and those committees may have more directors who do not meet the New York Stock Exchange's independence standards than they would if those standards were to apply. These independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective following the closing of this offering, as well as provisions of the Delaware General Corporation Law, or DGCL, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

•: establishing a classified board of directors such that not all members of the board are elected at one time;
•: allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the stockholders' agreement) to fill any vacancy on the board;
•: limiting the ability of stockholders to remove directors without cause if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock;
•: authorizing the issuance of "blank check" preferred stock by our board of directors, without further shareholder approval, to thwart a takeover attempt;
•: prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders) if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock;

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•: eliminating the ability of stockholders to call a special meeting of stockholders, except for AEA, so long as AEA, together with certain of our other stockholders, owns 50% or more of the voting power of our common stock;
•: establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings; and
•: requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our amended and restated certificate of incorporation or bylaws if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock.

In addition, while we have opted out of Section 203 of the DGCL, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

•: prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
•: at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a "business combination" includes a merger, asset or stock sale or other transaction provided for or through our Company resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an "interested stockholder" is a person who owns 15% or more of our outstanding voting stock and the affiliates and associates of such person. For purposes of this provision, "voting stock" means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an "interested stockholder" to effect certain business combinations with our Company for a three year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors in order to avoid the stockholder approval requirement if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. See "Description of Capital Stock."

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our Company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

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the internal affairs doctrine. By becoming a stockholder in our Company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," or "should," or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and statements about our expectations, beliefs, plans, strategies, objectives, prospects, assumptions or future events or performance contained in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business" are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business," may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

•: general economic and financial conditions;
•: our dependency upon the commercial and residential construction and R&R markets;
•: competition in our highly fragmented industry and the markets in which we operate;
•: the fluctuations in prices of the products we distribute;
•: the consolidation of our industry;
•: our inability to pursue strategic transactions and open new branches;
•: our inability to expand into new geographic markets;
•: product shortages and potential loss of relationships with key suppliers;
•: the seasonality of the commercial and residential construction markets;
•: the potential loss of any significant customers;
•: exposure to product liability and various other claims and litigation;
•: our inability to attract key employees;
•: rising health care costs;
•: the reduction of the quantity of products our customers purchase;
•: the credit risk from our customers;
•: our inability to renew leases for our facilities;
•: our inability to effectively manage our inventory as our sales volume increases or the prices of the products we distribute fluctuate;
•: our inability to engage in activities that may be in our best long-term interests because of restrictions in our debt agreements;
•: our current level of indebtedness and our potential to incur additional indebtedness;

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•: our inability to obtain additional financing on acceptable terms, if at all;
•: our holding company structure;
•: an impairment of our goodwill;
•: the impact of federal, state and local regulations;
•: the cost of compliance with environmental, health and safety laws and other regulations;
•: significant increases in fuel costs or shortages in the supply of fuel;
•: a disruption or breach in our IT systems;
•: natural or man-made disruptions to our facilities;
•: AEA's control of us; and
•: other risks and uncertainties, including those listed under "Risk Factors."

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $ , based on the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions. We intend to use the net proceeds from this offering to (i) repay approximately $ of indebtedness plus accrued and unpaid interest and premium, if any, under the Second Lien Facility and (ii) pay approximately $ of fees and expenses related to this offering, including fees of $ to our Sponsor immediately following this offering. We expect to use any remaining proceeds for general corporate purposes. If the underwriters' option to purchase additional shares is exercised in full, we estimate that we will receive additional net proceeds of approximately $ , which we will use for general corporate purposes.

The interest rate on the indebtedness under the Second Lien Facility that we intend to repay from proceeds of this offering is 7.75% and the maturity date is April 1, 2022.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ , assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

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DIVIDEND POLICY

We do not currently expect to pay any cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant. Our business is conducted through our subsidiaries. Dividends, distributions and other payments from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations and pay dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the ABL Facility and the Term Loan Facilities, significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. See "Description of Certain Indebtedness," "Risk Factors—Risks Relating to Our Business and Industry—Because we are a holding company with no operations of our own, we are financially dependent on receiving distributions from our subsidiaries and we could be harmed if such distributions could not be made in the future" and "Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment."

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our consolidated capitalization as of July 31, 2015:

•: on an actual basis; and
•: on an as adjusted basis to give effect to our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds from this offering as described in "Use of Proceeds."

You should read the data set forth below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and accompanying notes included elsewhere in this prospectus.

	As of July 31, 2015

	Actual			As Adjusted(1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	13,167		$



Debt:
ABL Facility	$	41,796		$
First Lien Facility(2)		375,639
Second Lien Facility(3)		153,819
Capital lease obligation		9,879
Installment notes(4)		1,640

Total debt		582,773
Stockholders' equity:
Common stock, par value $0.01 per share; 5,000,000 shares authorized, 3,233,682 shares issued actual, shares issued as adjusted		32
Additional paid-in capital		331,783
Accumulated deficit		(37,711	)
Accumulated other comprehensive loss		(171	)
Treasury stock, $0.01 par value, 21,156 shares held in treasury at July 31, 2015		(3,173	)

Total stockholders' equity		290,760

Total capitalization	$	873,533		$

(1): Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders' equity and total capitalization by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders' equity and total capitalization by approximately $ million, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
(2): Net of unamortized discount of $1.6 million and deferred financing costs of $7.9 million.
(3): Net of unamortized discount of $1.3 million and deferred financing costs of $4.9 million.
(4): For a description of our installment notes, refer to Note 9 of our audited consolidated financial statements included elsewhere in this prospectus.

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DILUTION

If you purchase any of the shares offered by this prospectus, you will experience dilution to the extent of the difference between the offering price per share that you pay in this offering and the net tangible book value per share of our common stock immediately after this offering.

Our net tangible book value (deficit) as of July 31, 2015 was $ , or $ per share of common stock. Net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit), which is total tangible assets less total liabilities, by the aggregate number of shares of common stock outstanding. Tangible assets represent total assets excluding goodwill and other intangible assets. Dilution in net tangible book value (deficit) per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately afterwards.

After giving effect to (i) our -for- stock split and (ii) our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted net tangible book value as of , 2015 would have been approximately $ , or $ per share. This represents an immediate increase in net tangible book value (deficit) of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

The following table illustrates this dilution on a per share basis:


Assumed initial public offering price per share		$
Historical net tangible book value per share	$
Increase per share attributable to this offering

Pro forma net tangible book value per share after this offering		$

Dilution per share to new investors		$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us.

The following table summarizes, as of July 31, 2015, on an as adjusted basis, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid by existing stockholders and by new investors

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purchasing shares of common stock in this offering, before deducting the underwriting commissions and discounts and estimated offering expenses payable by us.

					Total Consideration

	Shares Purchased
	Shares Purchased								Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
	(in thousands, except share and per share data)
Existing stockholders				%	$			%	$
New investors				%	$			%	$

Total			100	%	$		100	%	$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ and $ per share, respectively, assuming the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $ per share and the dilution to new investors in this offering would be $ per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to approximately shares of our common stock, or approximately % of the total number of shares of our common stock outstanding after this offering. The number of shares of our common stock to be outstanding immediately following this offering set forth above excludes:

•: shares of common stock issuable upon the exercise of options outstanding under our existing equity plan as of July 31, 2015 at a weighted average exercise price of $ per share; and
•: shares of common stock reserved for future issuance under our new omnibus incentive plan.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents our selected consolidated financial and other data, as of and for the periods indicated. The selected consolidated financial data of Successor as of July 31, 2015 and for the three months ended July 31, 2015 and 2014 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial information of Successor presented below for the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and as of April 30, 2015 and 2014 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial information of Predecessor presented below for the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial information of Predecessor presented below for the fiscal years ended April 30, 2012 and 2011 and as of April 30, 2013, 2012 and 2011 has been derived from our consolidated financial statements not included in this prospectus.

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and related notes included elsewhere in this prospectus. The selected operating data has been prepared on an unaudited basis.



	Successor												Predecessor
	Successor												Predecessor
	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013			Fiscal Year Ended April 30, 2012			Fiscal Year Ended April 30, 2011



	(in thousands, except share and per share data)
Statement of Operations Data:
Net sales	$	452,441		$	394,409		$	1,570,085		$	127,332		$	1,226,008		$	1,161,610		$	990,741		$	881,236
Cost of sales (exclusive of depreciation and amortization shown separately below)		311,553			279,542			1,091,114			97,955			853,020			824,331			703,352			624,855

Gross profit		140,888			114,867			478,971			29,377			372,988			337,279			287,389			256,381

Operating expenses:
Selling, general and administrative expenses		110,210			96,292			396,155			46,052			352,930			295,289			274,193			242,439
Depreciation and amortization		16,065			16,844			64,165			6,336			12,253			11,627			8,319			10,570

Total operating expenses		126,275			113,136			460,320			52,388			365,183			306,916			282,512			253,009

Operating income (loss)		14,613			1,731			18,651			(23,011	)		7,805			30,363			4,877			3,372
Other (expense) income:
Interest expense		(9,257	)		(9,137	)		(36,396	)		(2,954	)		(4,226	)		(4,413	)		(2,966	)		(3,236	)
Change in fair value of financial instruments		—			—			(2,494	)		—			—			—			—			—
Change in fair value of mandatorily redeemable common shares(1)		—			—			—			—			(200,004	)		(198,212	)		(8,952	)		(6,978	)
Other income, net		510			619			1,916			149			2,187			1,169			1,507			2,012

Total other (expense), net		(8,747	)		(8,518	)		(36,974	)		(2,805	)		(202,043	)		(201,456	)		(10,411	)		(8,202	)

Income (loss) from continuing operations, before tax		5,866			(6,787	)		(18,323	)		(25,816	)		(194,238	)		(171,093	)		(5,534	)		(4,830	)
Income tax expense (benefit)		3,080			(714	)		(4,526	)		(6,863	)		6,623			11,534			2,658			2,086

Income (loss) from continuing operations, net of tax		2,786			(6,073	)		(13,797	)		(18,953	)		(200,861	)		(182,627	)		(8,192	)		(6,916	)
Discontinued operations, net of tax		—			—			—			—			—			—			362			(23	)

Net income (loss)	$	2,786		$	(6,073	)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)	$	(7,830	)	$	(6,939	)



Weighted average shares outstanding:
Basic		3,216,916			3,183,870			3,194,566			3,183,870
Diluted		3,232,004			3,183,870			3,194,566			3,183,870
Net income (loss) per share:
Basic	$	0.87		$	(1.91	)	$	(4.32	)	$	(5.95	)
Diluted	$	0.86		$	(1.91	)	$	(4.32	)	$	(5.95	)

	Successor												Predecessor

	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013			Fiscal Year Ended April 30, 2012			Fiscal Year Ended April 30, 2011
	(in thousands, except share and per share data)
Other Financial Data:
Adjusted EBITDA(2)	$	34,113		$	30,285		$	113,860		$	8,372		$	78,690		$	57,511		$	32,394		$	17,712
Adjusted EBITDA margin(2)		7.5	%		7.0	%		6.7	%		6.6	%		6.4	%		5.0	%		3.3	%		2.0	%
Working capital (at period end)(3)		228,259						220,196			247,469						197,960			172,101			146,482
Adjusted working capital (at period end)(4)		264,876						231,621			220,892						189,786			166,626			143,825

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	Successor						Predecessor
	Successor						Predecessor
	July 31, 2015		April 30, 2015		April 30, 2014		April 30, 2013			April 30, 2012			April 30, 2011
	(in thousands)

Balance Sheet Data:
Cash and cash equivalents	$	13,167	$	12,284	$	32,662	$	13,383		$	9,113		$	6,513
Total assets		1,139,894		1,154,576		1,122,351		494,626			431,184			399,268
Total debt(5)		582,773		556,984		538,785		115,003			100,040			75,366
Total stockholders' equity (deficit)	$	290,760	$	297,472	$	299,434	$	(274,846	)	$	(84,630	)	$	(76,800	)

	Three months ended				Fiscal year ended

	July 31, 2015		July 31, 2014		April 30, 2015		April 30, 2014		April 30, 2013		April 30, 2012		April 30, 2011
Selected Operating Data:
Branches (at period end)		156		143		156		140		132		127		127
Employees (at period end)		3,175		2,709		3,088		2,621		2,405		2,226		2,075
Wallboard volume (million square feet)		681		578		2,328		2,088		1,850		1,588		1,436

(1): Represents the change in fair value of mandatorily redeemable common shares of the Predecessor, all of which were acquired by the Company on April 1, 2014 in connection with the Acquisition. These shares had certain redemption features which provided that upon the death or disability of the shareholder or termination of his employment, Predecessor would be required to purchase these shares at their then current fair values. Pursuant to this provision, these shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their estimated fair values at the end of any reporting period. Changes in fair value are reflected as "Change in fair value of mandatorily redeemable common shares" on our consolidated statements of operations. Fair value was estimated based on commonly used valuation techniques. For additional details, see Note 10 of our audited consolidated financial statements included elsewhere in this prospectus.
(2): See "Summary Financial and Other Data" for an explanation of how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin.

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The following is a reconciliation of our net income (loss) to Adjusted EBITDA:

	Successor												Predecessor

	Successor												Predecessor
	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013			Fiscal Year Ended April 30, 2012			Fiscal Year Ended April 30, 2011



	(in thousands)
Net income (loss)	$	2,786		$	(6,073	)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)	$	(7,830	)	$	(6,939	)
Discountinued operations, net of tax		—			—			—			—			—			—			(362	)		23
Interest expense		9,257			9,137			36,396			2,954			4,226			4,413			2,966			3,236
Change in fair value of mandatorily redeemable shares		—			—			—			—			200,004			198,212			8,952			6,978
Interest income		(230	)		(305	)		(1,010	)		(76	)		(846	)		(798	)		(885	)		(711	)
Income tax expense (benefit)		3,080			(714	)		(4,526	)		(6,863	)		6,623			11,534			2,658			2,086
Depreciation expense		7,273			9,284			32,208			3,818			12,224			11,665			7,840			7,136
Amortization expense		8,792			7,560			31,957			2,518			38			72			732			4,239

EBITDA	$	30,958		$	18,889		$	81,228		$	(16,602	)	$	21,408		$	42,471		$	14,071		$	16,048

Executive compensation(a)	$	—		$	—		$	—		$	20		$	2,427		$	13,420		$	8,266		$	3,413
Stock appreciation rights expense(b)		594			451			2,268			80			1,288			1,061			253			(47	)
Redeemable noncontrolling interests(c)		554			455			1,859			71			2,957			2,195			407			(245	)
Equity-based compensation(d)		498			1,864			6,455			1			27			82			(154	)		(114	)
Acquisition related costs(e)		—			492			837			16,155			51,809			230			133			53
Severance and other costs for discontinued operations and closed branches(f)		557			—			413			—			—			(30	)		(205	)		(824	)
Transaction costs (acquisitions and other)(g)		415			—			1,891			—			—			—			—			—
(Gain) loss on disposal of assets		(25	)		450			1,089			170			(1,034	)		(2,231	)		(556	)		14
Management fee to related party(h)		562			562			2,250			188			—			—			—			—
Effects of fair value adjustments to inventory(i)		—			4,486			5,012			8,289			—			—			—			—
Interest rate swap and cap mark-to-market(j)		—			—			2,494			—			(192	)		313			—			(586	)
Contributions from acquisitions(k)		—			2,636			8,064
Pension withdrawal(1)		—			—			—			—			—			—			10,179			—

Adjusted EBITDA	$	34,113		$	30,285		$	113,860		$	8,372		$	78,690		$	57,511		$	32,394		$	17,712

(a): Represents compensation paid to certain executives who were majority owners prior to the Acquisition. Following the Acquisition, these executives' compensation agreements were amended and, going forward, we do not anticipate additional adjustments.
(b): Represents non-cash compensation expenses related to stock appreciation rights agreements. For additional details regarding stock appreciation rights, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(c): Represents non-cash compensation expense related to changes in the redemption values of noncontrolling interests. For additional details regarding redeemable noncontrolling interests of our subsidiaries, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(d): Represents non-cash equity-based compensation expense related to the issuance of stock options.
(e): Represents non-recurring expenses related specifically to the Acquisition, including fees to financial advisors, accountants, attorneys and other professionals as well as costs related to the retirement of corporate stock appreciation rights. Also included are one-time bonuses paid to certain employees in connection with the Acquisition.
(f): Represents severance expenses and other costs related to discontinued operations and closed branches.
(g): Represents one-time costs related to this offering and acquisitions (other than the Acquisition) paid to third party advisors.
(h): Represents management fees paid by us to our Sponsor. After this offering, our Sponsor will no longer receive management fees from us.

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(i): Represents the non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value, primarily related to the Acquisition.
(j): Represents the mark-to-market adjustments for certain financial instruments.
(k): Represents earnings of acquired entities from the beginning of the periods presented to the date of such acquisition, as well as certain purchasing synergies and cost savings, as defined in and permitted by the ABL Facility and the Term Loan Facilities. Contributions from acquisitions are only reflected for fiscal 2015 and the three months ended July 31, 2014.
(l): Represents costs incurred in connection with withdrawal from a multi-employer pension plan.

(3): Current assets less current liabilities.
(4): Adjusted working capital represents current assets, excluding cash and cash equivalents, minus current liabilities, excluding current maturities of long-term debt. Adjusted working capital is not a recognized term under GAAP and does not purport to be an alternative to working capital. Management believes that adjusted working capital is useful in analyzing the cash flow and working capital needs of the Company. We exclude cash and cash equivalents and current maturities of long-term debt to evaluate the investment in working capital required to support our business.

The following is a reconciliation from working capital, the most directly comparable financial measure under GAAP, to adjusted working capital as of the dates presented:

	July 31, 2015			April 30, 2015			April 30, 2014			April 30, 2013			April 30, 2012			April 30, 2011

	(in thousands)
Current assets	$	426,097		$	426,980		$	390,005		$	306,355		$	270,809		$	235,525
Current liabilities		197,838			206,784			142,536			108,395			98,708			89,043

Working capital	$	228,259		$	220,196		$	247,469		$	197,960		$	172,101		$	146,482
Cash and cash equivalents		(13,167	)		(12,284	)		(32,662	)		(13,383	)		(9,113	)		(6,513	)
Current maturities of long-term debt		49,784			23,709			6,085			5,209			3,638			3,856

Adjusted working capital	$	264,876		$	231,621		$	220,892		$	189,786		$	166,626		$	143,825

(5): Includes long-term debt and capital lease obligations.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with "Selected Consolidated Financial and Other Data," and our financial statements and the related notes beginning on page F-1 of this prospectus. This section contains forward-looking statements, based on current expectations and related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may vary materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in "Risk Factors" as well as other matters described in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements."

Effect of the Acquisition

On April 1, 2014, GMS Inc., or the Successor, acquired, through its wholly-owned entities, GYP Holdings II Corp. and GYP Holdings III Corp., all of the capital stock of Gypsum Management and Supply, Inc., or the Predecessor. Successor is majority owned by certain affiliates of AEA and certain of our other stockholders. We refer to this acquisition as the "Acquisition."

As a result of the Acquisition, the financial information for the periods beginning on April 1, 2014, and through and including April 30, 2015, represents the consolidated financial statements of the Successor. The financial information for the periods beginning on May 1, 2015, and through and including July 31, 2015, represents the unaudited condensed consolidated financial statements of the Successor. The financial information for the period prior to, and including, March 31, 2014, represents the consolidated financial statements of the Predecessor. Due to the change in the basis of accounting resulting from the application of the acquisition method of accounting, the Predecessor's consolidated financial statements and the Successor's consolidated financial statements are not necessarily comparable. The new basis of accounting primarily impacted the values of our inventory, long-lived and indefinite-lived intangible assets, and resulted in increased depreciation and amortization expenses. The impact of the Acquisition also resulted in increased interest expense and increases in selling, general and administrative expenses. However, the change in basis resulting from the Acquisition did not impact net sales or Adjusted EBITDA and, for these metrics, we believe combining Predecessor and Successor results provides meaningful information. Accordingly, certain discussions below for net sales and Adjusted EBITDA present the combined results of the Predecessor and the Successor for the full year ended April 30, 2014. Such combination was performed by mathematical addition and is not a presentation made in accordance with GAAP, although we believe it provides a meaningful method of comparison for these two metrics. The combined net sales and Adjusted EBITDA data is being presented for informational purposes only. The combined operating results for these two metrics for the full year ended April 30, 2014 (i) have not been prepared on a pro forma basis as if the Acquisition occurred on the first day of the period, (ii) may not reflect the actual results we would have achieved absent the Acquisition, (iii) may not be predictive of our future results of operations and (iv) should not be viewed as a substitute for the financial results of the Predecessor and the Successor presented in accordance with GAAP. For all other metrics, to the extent that the change in basis had a material impact on our results, we have disclosed such impact under "—Results of Operations."

Business Overview

Founded in 1971, we are the leading North American distributor of wallboard and ceilings. Our core customer is the interior contractor, who typically installs wallboard, ceilings and our other interior construction products in commercial and residential buildings. As a leading specialty distributor, we serve as a critical link between our suppliers and a highly fragmented customer base of over 20,000 contractors. Our operating model combines a national platform with a local go-to-market

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strategy through over 155 branches across the country. We believe this combination enables us to generate economies of scale while maintaining the high service levels, entrepreneurial culture and customer intimacy of a local business.

Our growth strategy entails taking market share within our existing footprint, expanding into new markets by opening new branches and acquiring competitors. We expect to continue to capture profitable market share in our existing footprint by delivering industry-leading customer service. Our strategy for opening new branches is to further penetrate markets that are adjacent to our existing operations. Typically, we have pre-existing customer relationships in these markets but need a new location to fully capitalize on those relationships. Since the beginning of full year 2014, we have opened 16 new branches and we currently expect to open several new branches each year depending on market conditions. In addition, we will continue to selectively pursue tuck-in acquisitions and have a dedicated team of professionals to manage the process. Due to the large, highly fragmented nature of our market and our reputation throughout the industry, we believe we have the potential to access a robust acquisition pipeline that will continue to supplement our organic growth. We use a rigorous targeting process to identify acquisition candidates that will fit our culture and business model. As a result of our scale, purchasing power and ability to improve operations through implementing best practices, we believe we can achieve substantial synergies and drive earnings accretion from our acquisition strategy.

Factors and Trends Affecting our Operating Results

General Economic Conditions and Outlook

Our business is sensitive to changes in general economic conditions, including, in particular, conditions in the North American commercial construction and housing markets. The markets we serve are broadly categorized as commercial new construction, commercial R&R, residential new construction and residential R&R. We believe all four end markets are currently in an extended period of expansion following a deep and prolonged downturn.

Our addressable commercial construction market is composed of a variety of commercial and institutional sub-segments with varying demand drivers. Our commercial markets include offices, hotels, retail stores and other commercial buildings, while our institutional markets include educational facilities, healthcare facilities, government buildings and other institutional facilities. The principal demand drivers across these markets include the overall economic outlook, the general business cycle, government spending, vacancy rates, employment trends, interest rates, availability of credit and demographic trends. Given the extreme depth of the last recession, despite the growth to date, activity in the commercial construction market remains well below average historical levels. According to Dodge Data & Analytics, new commercial construction put in place was 973 million square feet during the 2014 calendar year, which is an increase of 43% from 680 million square feet during the 2010 calendar year. However, new commercial construction activity remains well below historical levels. New commercial construction square footage put in place of 973 million square feet in 2014 would have needed to increase by 31% in order to achieve the historical market average of 1.3 billion square feet annually since 1970. We believe this represents a significant growth opportunity as activity continues to improve.

We believe commercial R&R spending is typically more stable than new commercial construction activity. Commercial R&R spending is driven by a number of factors, including commercial real estate prices and rental rates, office vacancy rates, government spending and interest rates. Commercial R&R spending is also driven by commercial lease expirations and renewals, as well as tenant turnover. Such events often result in repair, reconfiguration and/or upgrading of existing commercial space. As such, the commercial R&R market has historically been less volatile than commercial new construction. While there is very limited third party data for commercial R&R spending, we believe spending in this end market is in a period of expansion and will continue to grow over the next several years.

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Residential construction activity is driven by a number of factors, including the overall economic outlook, employment, income growth, home prices, availability of mortgage financing, interest rates and consumer confidence, among others. According to the U.S. Census Bureau, U.S. housing starts reached 1.0 million in the 2014 calendar year, which is an increase of 8% from 2013 starts of 0.9 million. While housing starts increased for the fifth consecutive year in 2014, activity in the market remains well below historical levels. New residential housing starts of 1.0 million in 2014 would have needed to increase by 45% in order to reach their historical market average of 1.5 million annually since 1970. Industry analysts expect that over the long-term housing starts will return to their historical average, which we believe will result in substantial growth from current levels.

While residential R&R activity is typically more stable than new construction activity, we believe the prolonged period of under-investment during the recent downturn will result in above-average growth for the next several years. The primary drivers of residential R&R spending include changes in existing home prices, existing home sales, the average age of the housing stock, consumer confidence and interest rates. According to the U.S. Census Bureau, residential R&R spending reached $133.1 billion in the 2013 calendar year, which is an increase of 4.1% from $127.8 billion in 2012, and we believe this trend will continue for the next several years.

Seasonality and Inflation

Our operating results are typically impacted by seasonality. Historically, sales of our products have been slightly higher in the first and second quarters of each fiscal year (covering the calendar months of May through October) due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may be impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.

We believe that our results of operations are not materially impacted by moderate changes in the economic inflation rate. In general, we have historically been successful in passing on price increases from our vendors to our customers in a timely manner, although there is no assurance that we can successfully do so in the future.

Acquisitions

We complement our organic growth strategy with selective, tuck-in acquisitions. Since the beginning of full year 2014, we have completed eight strategic acquisitions, of Dakota Gypsum, Sun Valley Supply, Inc., Contractors' Choice Supply, Inc., Drywall Supply, Inc., AllSouth Drywall Supply Company, Serrano Supply, Inc., Ohio Valley Building Products, LLC and J&B Materials, Inc., totaling 13 branches. We believe that significant opportunities exist to expand our geographic footprint by executing additional strategic acquisitions and we consistently strive to maintain an extensive and active acquisition pipeline. We are often evaluating several acquisition opportunities at any given time.

Public Company Costs

As a result of this initial public offering, we will incur additional legal, accounting and other expenses that we did not previously incur, including costs associated with SEC reporting and corporate governance requirements. These requirements include compliance with the Sarbanes-Oxley Act as well as other rules implemented by the SEC and the New York Stock Exchange. Our financial statements following this offering will reflect the impact of these expenses.

Debt Refinancings

Amounts outstanding under our $175.0 million revolving credit agreement with certain financial institutions, or the 2010 Credit Facility, were repaid in conjunction with the Acquisition. At such time, we entered into the ABL Facility and the Term Loan Facilities. As a result of the higher debt levels

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following these refinancings, our interest expense increased during the full year ended April 30, 2014 and the fiscal year ended April 30, 2015. See "—Liquidity and Capital Resources" below.

Our Products

The following is a summary of our net sales by product group for the three months ended July 31, 2015 and 2014, the fiscal year ended April 30, 2015, the full year ended April 30, 2014 and the fiscal year ended April 30, 2013.

	Three Months Ended July 31, 2015				Three Months Ended July 31, 2014				Fiscal Year Ended April 30, 2015				Full Year Ended April 30, 2014(1)				Fiscal Year Ended April 30, 2013

	(dollars in thousands)
Wallboard	$	210,922	46.6	%	$	177,212	44.9	%	$	718,102	45.7	%	$	602,801	44.5	%	$	468,644	40.3	%
Ceilings		78,967	17.5	%		71,852	18.2	%		278,749	17.8	%		256,999	19.0	%		253,951	21.9	%
Steel Framing		67,332	14.9	%		63,819	16.2	%		243,173	15.5	%		216,538	16.0	%		198,377	17.1	%
Other Products		95,220	21.0	%		81,526	20.7	%		330,061	21.0	%		277,002	20.5	%		240,638	20.7	%

Total Net Sales	$	452,441			$	394,409			$	1,570,085			$	1,353,340			$	1,161,610

(1): Represents the combined results of the Predecessor and the Successor periods for the full year ended April 30, 2014. This combination was performed by mathematical addition and is not a presentation made in accordance with GAAP. However, we believe it provides a meaningful method of comparison of net sales for the full year ended April 30, 2014 to the fiscal years ended April 30, 2013 and 2015. Net sales accounts were not impacted by the Acquisition.

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Results of Operations

Three months ended July 31, 2015 and 2014

The following table summarizes key components of our results of operations for the three months ended July 31, 2015 and 2014:

	Successor												% of Net Sales

	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Increase (Decrease)			Percentage Increase (Decrease)			Three Months Ended July 31, 2015			Three Months Ended July 31, 2014
	(dollars in thousands)
Statement of operations data:
Net sales	$	452,441		$	394,409		$	58,032			14.7	%		100.0	%		100.0	%
Cost of sales (exclusive of depreciation and amortization shown separately below)		311,553			279,542			32,011			11.5			68.9			70.9

Gross profit		140,888			114,867			26,021			22.7			31.1			29.1

Operating expenses:
Selling, general and administrative expenses		110,210			96,292			13,918			14.5			24.4			24.4
Depreciation and amortization		16,065			16,844			(779	)		(4.6	)		3.6			4.3

Total operating expenses		126,275			113,136			13,139			11.6			27.9			28.7

Operating income		14,613			1,731			12,882			744.2			3.2			0.4
Other (expense) income:
Interest expense		(9,257	)		(9,137	)		120			1.3			(2.0	)		(2.3	)
Other income, net		510			619			(109	)		(17.6	)		0.1			0.2

Total other (expense), net		(8,747	)		(8,518	)		229			2.7			(1.9	)		(2.2	)

Income (loss) before tax		5,866			(6,787	)		12,653			186.4			1.3			(1.7	)
Income tax expense (benefit)		3,080			(714	)		3,794			531.4			0.7			(0.2	)

Net income (loss)	$	2,786		$	(6,073	)	$	8,859			145.9			0.6			(1.5	)



Non-GAAP measures:
Adjusted EBITDA(1)	$	34,113		$	30,285			3,828			12.6
Adjusted EBITDA margin(1)(2)		7.5	%		7.0	%

(1): Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See "Prospectus Summary—Summary Financial and Other Data" for how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin, reconciliations thereof to net income (loss) income and a description of why we believe these measures are important.
(2): Our Adjusted EBITDA for the three months ended July 31, 2014 includes approximately $2.6 million from entities acquired in the three months ended July 31, 2014 for the period prior to the date of acquisition of such entities, as defined in and permitted by the ABL Facility and the Term Loan Facilities. However, Adjusted EBITDA margin, which is calculated as a percentage of net sales, excludes this $2.6 million adjustment for the three months ended July 31, 2014 to be consistent with our calculation of net sales for the same period.

Net Sales

Net sales of $452.4 million for the three months ended July 31, 2015 increased $58.0 million, or 14.7%, from $394.4 million in the three months ended July 31, 2014. Our performance in the three months ended July 31, 2015 was strong as our sales increased across all product categories. In the three months ended July 31, 2015, our wallboard sales, which are impacted by both commercial and

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residential construction activity, increased by $33.7 million, or 19.0%, compared to the three months ended July 31, 2014. The increase in wallboard sales was a result of a 17.9% increase in unit volume and a 1% increase in pricing. In addition, in the three months ended July 31, 2015, our ceiling sales increased $7.1 million, or 9.9%, from the three months ended July 31, 2014, and steel framing sales increased $3.5 million, or 5.5%. Ceiling and steel framing sales are primarily driven by commercial construction activity. For the three months ended July 31, 2015, our other products sales category, which includes tools, insulation, joint treatment and various other products, increased $13.7 million, or 16.8%, compared to the three months ended July 31, 2014.

During fiscal 2015, we completed six acquisitions, totaling 11 branches. These acquisitions contributed $37.8 million to our net sales in the three months ended July 31, 2015. Excluding the sites we acquired in fiscal 2015, for the three months ended July 31, 2015, our base business sales increased 5.1% compared to the three months ended July 31, 2014. When calculating our "base business" results, we exclude any branches that were acquired in the current fiscal year, prior fiscal year and three months prior to the start of the prior fiscal year. The overall increase in our base business sales for the three months ended July 31, 2015 reflected the increase in demand for our products as a result of the improvement in new housing starts, R&R activity and commercial construction, coupled with market share gains attributed to continued improvements in customer service levels. In addition, our base business improved through the addition of nine new branches opened in fiscal 2015, five of which were opened in the three months ended July 31, 2014. These nine new branches contributed $10.9 million to our base net sales in the three months ended July 31, 2015.

The following table breaks out our consolidated net sales into the base business component and the excluded components, which are the recently acquired branches excluded from the base business:

(Unaudited)	Three Months Ended July 31, 2015		Three Months Ended July 31, 2014

	(dollars in thousands)
Base business net sales	$	414,594	$	394,409
Recently acquired net sales (excluded from base business)		37,847		—

Total net sales	$	452,441	$	394,409

We have excluded the following acquisitions from the base business for the periods identified:

Acquisition	Acquisition Date		Periods Excluded

Contractors' Choice Supply, Inc. (TX)	August 2014	1	August 2014 - July 2015
Drywall Supply, Inc. (NE)	October 2014	2	October 2014 - July 2015
AllSouth Drywall Supply Company (GA)	November 2014	1	November 2014 - July 2015
Serrano Supply, Inc. (IA)	February 2015	1	February 2015 - July 2015
Ohio Valley Building Products, LLC (WV)	February 2015	1	February 2015 - July 2015
J&B Materials, Inc. (CA, HI)	March 2015	5	March 2015 - July 2015

Gross Profit and Gross Margin

Gross profit was $140.9 million for the three months ended July 31, 2015 compared to $114.9 million for the three months ended July 31, 2014. The increase in gross profit was due to $58.0 million in additional sales, partially offset by an additional $32.0 million in related cost of sales. Gross margin on net sales was 31.1% for the three months ended July 31, 2015 compared to 29.1% for the three months ended July 31, 2014. Our gross margin for the three months ended July 31, 2014 was negatively impacted by 114 basis points due to the increase in cost of sales of $4.5 million related to a

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purchase accounting adjustment. This fair value adjustment increased our cost of sales as the increase in inventory value was recorded over the average inventory turnover period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of warehouse, delivery and general and administrative expenses. Our selling, general and administrative expenses increased $13.9 million, or 14.5%, to $110.2 million for the three months ended July 31, 2015 from $96.3 million for the three months ended July 31, 2014. This increase was due to increases in warehouse expense of $1.4 million, of which $1.0 million was related to payroll; delivery expense of $5.7 million, of which $3.9 million was related to payroll; and increases in branch and corporate general and administrative expenses of $6.8 million, of which $3.1 million was related to payroll. The increases in payroll and payroll related costs were primarily due to increased headcount, which was due to the increase in delivered volume, acquisitions and the expansion of the Yard Support Center. Selling, general and administrative expenses were 24.4% of our net sales during the three months ended July 31, 2015 and 2014.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased by $0.7 million to $16.1 million for the three months ended July 31, 2015 from $16.8 million for the three months ended July 31, 2014. This decrease was primarily due to $2.0 million of assets becoming fully depreciated. This decrease was partially offset by an increase in amortization expense of definite lived intangible assets of $1.2 million which primarily relates to customer relationships obtained from acquisitions during fiscal 2015.

Other Expense

Other expense primarily consists of interest expense associated with our debt, interest income and miscellaneous non-operating income.

Interest expense increased by $0.2 million to $9.3 million in the three months ended July 31, 2015 from $9.1 million for the three months ended July 31, 2014. The Term Loan Facilities had a balance of $545.1 million and $549.0 million as of July 31, 2015 and 2014, respectively. See "Description of Certain Indebtedness." Interest expense of $7.9 million and $8.0 million related to the Term Loan Facilities was recognized for the three months ended July 31, 2015 and 2014, respectively. The ABL Facility, which was entered into in connection with the Acquisition, had a balance of $41.8 million as of July 31, 2015 and interest expense of $0.5 million and $0.1 million for the three months ended July 31, 2015 and 2014, respectively. Other interest expense incurred in the three months ended July 31, 2015 and 2014 was $0.9 million and $1.0 million, respectively, primarily related to interest expense related to capitalized leases and deferred financing costs and discounts amortized to interest expense.

Income Tax Expense (Benefit)

Income tax expense was $3.1 million for the three months ended July 31, 2015 compared to income tax benefit of $0.7 million for the three months ended July 31, 2014. This $3.8 million increase in tax expense was the primarily the result of an increase in taxable income due to higher profitability. Our effective tax rate was 52.5% and 10.5% for the three months ended July 31, 2015 and 2014, respectively. Our effective tax rate for the three months ended July 31, 2015 and 2014 differs from the statutory rate due to state taxes, as a result of separate state filings and other permanent items such as nondeductible meals and entertainment and minority interest.

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Net Income (Loss)

Net income of $2.8 million for the three months ended July 31, 2015 increased $8.9 million from our net loss of $6.1 million for the three months ended July 31, 2014. The net income of $2.8 million for the three months ended July 31, 2015 was comprised of operating profit of $14.6 million, interest expense of $9.3 million, other income of $0.5 million and income tax expense of $3.1 million. The net loss of $6.1 million for the three months ended July 31, 2014 was comprised of operating profit of $1.7 million, interest expense of $9.1 million, other income of $0.6 million and income tax benefit of $0.7 million.

Adjusted EBITDA

Adjusted EBITDA of $34.1 million for the three months ended July 31, 2015 increased $3.8 million, or 12.6%, from our Adjusted EBITDA of $30.3 million for the three months ended July 31, 2014. The increase in Adjusted EBITDA was primarily due to increased profitability on higher net sales during the three months ended July 31, 2015, which was partially offset by increases in variable costs to support the increased sales volumes. These variable costs include warehouse and delivery costs and other variable compensation.

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Fiscal Year Ended April 30, 2015 (Fiscal 2015), One Month Ended April 30, 2014 (Fiscal 2014 Successor Period) and Eleven Months Ended March 31, 2014 (Fiscal 2014 Predecessor Period)

The following table summarizes key components of our results of operations for the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and the eleven months ended March 31, 2014:

	Successor			Successor			Predecessor

	Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014
	(dollars in thousands)
Statement of operations data :
Net sales	$	1,570,085		$	127,332		$	1,226,008
Cost of sales (exclusive of depreciation and amortization shown separately below)		1,091,114			97,955			853,020

Gross profit		478,971			29,377			372,988

Operating expenses:
Selling, general and administrative expenses		396,155			46,052			352,930
Depreciation and amortization		64,165			6,336			12,253

Total operating expenses		460,320			52,388			365,183

Operating income (loss)		18,651			(23,011	)		7,805
Other (expense) income:
Interest expense		(36,396	)		(2,954	)		(4,226	)
Change in fair value of financial instruments		(2,494	)		—			—
Change in fair value of mandatorily redeemable common shares(1)		—			—			(200,004	)
Other income, net		1,916			149			2,187

Total other (expense), net		(36,974	)		(2,805	)		(202,043	)

(Loss) before tax		(18,323	)		(25,816	)		(194,238	)
Income tax (benefit) expense		(4,526	)		(6,863	)		6,623

Net (loss)	$	(13,797	)	$	(18,953	)	$	(200,861	)



Non-GAAP measures:
Adjusted EBITDA(2)	$	113,860		$	8,372		$	78,690
Adjusted EBITDA margin(2)(3)		6.7	%		6.6	%		6.4	%

(1): Represents the change in fair value of mandatorily redeemable common shares of the Predecessor, all of which were acquired by the Company on April 1, 2014 in connection with the Acquisition. These shares had certain redemption features which provided that upon the death or disability of the shareholder or termination of his employment, Predecessor would be required to purchase these shares at their then current fair values. Pursuant to this provision, these shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their estimated fair values at the end of any reporting period. Changes in fair value are reflected as "Change in fair value of mandatorily redeemable common shares" on our consolidated statements of operations. Fair value was estimated based on commonly used valuation techniques. For additional details, see Note 10 of our audited consolidated financial statements included elsewhere in this prospectus.
(2): Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See "Prospectus Summary—Summary Financial and Other Data" for how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin, reconciliations thereof to net income (loss) and a description of why we believe these measures are important.
(3): Our Adjusted EBITDA for fiscal 2015 includes approximately $8.1 million from entities acquired in fiscal 2015 for the period prior to the date of acquisition of such entities, as defined in and permitted by the ABL Facility and the Term Loan Facilities. However, Adjusted EBITDA margin, which is calculated as a percentage of net sales, excludes this $8.1 million adjustment for fiscal 2015 to be consistent with our calculation of net sales for the same period.

Net Sales

Net sales of $1,570.1 million for the fiscal year ended April 30, 2015 increased $216.7 million, or 16.0%, from $1,353.3 million for the full year ended April 30, 2014. Our performance in fiscal 2015 was

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strong as our sales increased across all product categories. In fiscal 2015, our wallboard sales, which are impacted by both commercial and residential construction activity, increased by $115.3 million, or 19.1% from the full year ended April 30, 2014, primarily as a result of a 6.9% increase in product prices and an 11.5% increase in unit volume. In addition, in fiscal 2015, our ceiling sales increased $21.8 million, or 8.5%, from the full year ended April 30, 2014, and steel framing sales increased $26.6 million, or 12.3%. Ceiling and steel framing sales are primarily driven by commercial construction activity.

During the fiscal year ended April 30, 2015, we completed six acquisitions, totaling 11 branches. During the full year ended April 30, 2014, we completed two acquisitions, totaling two branches. These acquisitions contributed $71.0 million and $14.1 million to our net sales in fiscal 2015 and the full year 2014, respectively. Excluding the sites we acquired in fiscal 2015 and full year 2014, our base business sales increased 11.9% compared to the full year ended April 30, 2014. When calculating our "base business" results, we exclude any branches that were acquired in the current fiscal year, prior fiscal year and three months prior to the start of the prior fiscal year. The overall increase in our base business sales for fiscal 2015 reflected the increase in demand for our products as a result of the improvement in new housing starts, R&R activity and commercial construction, coupled with market share gains attributed to continued improvements in customer service levels. In addition, our base business improved through the addition of nine new branches opened in fiscal 2015. These new branches contributed $21.3 million to our base net sales in fiscal 2015.

The following table breaks out our consolidated net sales into the base business component and the excluded components, which are the recently acquired branches excluded from the base business:

(Unaudited)	Fiscal Year Ended April 30, 2015		Full Year Ended April 30, 2014

	(dollars in thousands)
Base business net sales	$	1,499,036	$	1,339,228
Recently acquired net sales (excluded from base business)		71,049		14,112

Total net sales	$	1,570,085	$	1,353,340

We have excluded the following acquisitions from the base business for the periods identified:

Acquisition	Acquisition Date		Periods Excluded

Dakota Gypsum (ND)	August 2013	1	August 2013 - April 2015
Sun Valley Supply, Inc. (AZ)	August 2013	1	August 2013 - April 2015
Contractors' Choice Supply, Inc. (TX)	August 2014	1	August 2014 - April 2015
Drywall Supply, Inc. (NE)	October 2014	2	October 2014 - April 2015
AllSouth Drywall Supply Company (GA)	November 2014	1	November 2014 - April 2015
Serrano Supply, Inc. (IA)	February 2015	1	February 2015 - April 2015
Ohio Valley Building Products, LLC (WV)	February 2015	1	February 2015 - April 2015
J&B Materials, Inc. (CA, HI)	March 2015	5	March 2015 - April 2015

Gross Profit and Gross Margin

Gross profit was $479.0 million for the fiscal year ended April 30, 2015. Gross profit during the one month ended April 30, 2014 and the eleven months ended March 31, 2014 was $29.4 million and $373.0 million, respectively. As a result of the Acquisition, we applied the acquisition method of accounting and increased the value of our inventory by $12.8 million as of April 1, 2014. This adjustment increased our cost of sales during the fiscal year ended April 30, 2015 and the one month ended April 30, 2014 by $4.5 million and $8.3 million, respectively, as the related inventory was sold.

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Gross margin on net sales was 30.5% for the fiscal year ended April 30, 2015. Our gross margin on net sales during the one month ended April 30, 2014 and the eleven months ended March 31, 2014 was 23.1% and 30.4%, respectively. The purchase accounting adjustments to cost of sales negatively impacted our gross margin on net sales during the fiscal year ended April 30, 2015 and the one month ended April 30, 2014 by 29 basis points and 652 basis points, respectively. The favorable gross profit in fiscal 2015 was primarily the result of increased volumes and higher pricing, partially offset by higher cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of warehouse, delivery and general and administrative expenses. Our selling, general and administrative expenses were $396.2 million for the fiscal year ended April 30, 2015. For the one month ended April 30, 2014 and the eleven months ended March 31, 2014, selling, general and administrative expenses were $46.1 million and $352.9 million, respectively. With respect to costs related to the Acquisition, $16.2 million and $51.8 million were included in selling, general and administrative expenses for the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Selling, general and administrative expenses were $399.0 million for the full year 2014. Excluding costs related to the Acquisition, these expenses were $331.0 million. Excluding the Acquisition related costs, selling, general and administrative expenses increased $65.2 million, or 19.7%, to $396.2 million for the fiscal year ended April 30, 2015. This increase was due to increases in warehouse expense of $3.3 million, of which $2.0 million was related to payroll; delivery expense of $18.9 million, of which $11.8 million was related to payroll; and increases in branch and corporate general and administrative expenses of $43.0 million, of which $24.1 million was related to payroll. The increases in payroll and payroll related costs were primarily due to increased headcount, which was due to the increase in delivered volume, acquisitions and the expansion of the yard support center. Selling, general and administrative expenses were 25.2%, 36.2% and 28.8% of our net sales during the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Costs related to the Acquisition increased the percentage for the one month ended April 30, 2014 and the eleven months ended March 31, 2014 by 1,272 basis points and 423 basis points, respectively.

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $64.2 million for the fiscal year ended April 30, 2015. For the one month ended April 30, 2014 and the eleven months ended March 31, 2014, depreciation and amortization expenses were $6.3 million and $12.3 million, respectively. As a result of the application of purchase accounting, at April 1, 2014, we increased the values of certain long-lived assets, including property and equipment. The impact of such adjustments increased depreciation expenses during the fiscal year ended April 30, 2015 and the one month ended April 30, 2014 by $16.4 million and $2.6 million, respectively. Amortization of definite-lived intangibles for the fiscal year ended April 30, 2015 was $32.0 million and was comprised of amortization on intangible assets acquired in the AEA Transaction. Amortization expenses for the one month ended April 30, 2014 was $2.5 million, representing one month of expense for the acquired intangibles.

Other Expense

Other expense primarily consists of interest expense associated with our debt, interest income, miscellaneous non-operating income and the change in fair value associated with the mandatorily redeemable common shares of Predecessor.

Interest expense was $36.4 million in the fiscal year ended April 30, 2015. For the one month ended April 30, 2014 and the eleven months ended March 31, 2014, interest expense was $3.0 million and $4.2 million, respectively. Our interest expense increased, subsequent to the Acquisition closing

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date, as a result of the incurrence of the term loan debt in connection with the Acquisition. Amounts outstanding under our $175.0 million 2010 Credit Facility were repaid in full with the proceeds of the Term Loan Facilities. See "Description of Certain Indebtedness." The Term Loan Facilities had a balance of $546.1 million and $550.0 million as of April 30, 2015 and 2014, respectively. Interest expense of $31.3 million and $2.6 million related to the Term Loan Facilities was recognized for the fiscal year ended April 30, 2015 and the one month ended April 30, 2014, respectively. The ABL Facility, which was entered into in connection with the Acquisition, had a balance of $17.0 million as of April 30, 2015 and interest expense of $1.2 million for the fiscal year ended April 30, 2015. Other interest expense incurred in the fiscal year ended April 30, 2015 was $3.9 million, primarily related to deferred financing costs and discounts amortized to interest expense.

Because Predecessor common stock included features that required Predecessor to redeem such shares upon the death or termination of employment with Predecessor by the shareholder, we reflected the change in such fair value as a non-operating charge in our consolidated statements of operations for the eleven months ended March 31, 2014. This non-cash charge was $200.0 million for the eleven months ended March 31, 2014. The change in the fair value of mandatorily redeemable common shares was attributable to appreciation of the value of the common shares. On April 1, 2014, all outstanding shares were acquired in the Acquisition. See Note 10 in our audited consolidated financial statements for additional information.

Income Tax (Benefit) Expense

Income tax benefit was $4.5 million for the fiscal year ended April 30, 2015. For the one month ended April 30, 2014, we recorded an income tax benefit of $6.9 million. For the eleven months ended March 31, 2014, we recorded an income tax expense of $6.6 million. We recorded valuation allowances of $0.1 million, $1.3 million and $1.4 million in the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Our effective tax rate was 24.7%, 26.6% and 3.4% for the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Tax (benefit) expense for the one month ended April 30, 2014 and the eleven months ended March 31, 2014 differs from the statutory rate due to non-deductible charges related to non-deductible Acquisition-related transaction costs, state taxes and other permanent items. For the eleven months ended March 31, 2014, the primary drivers of the effective rate of 3.4% (or tax expense of $6.6 million) were $70.0 million of change in fair value of mandatorily redeemable common shares, $1.4 million in state income taxes, $2.2 million in non-deductible Acquisition-related transaction costs and $0.1 million of other permanent differences offset by $68.0 million of tax at the statutory rate.

Net Loss

Net loss was $13.8 million, $19.0 million and $200.9 million, for the fiscal year ended April 30, 2015, the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. The net loss of $13.8 million for the fiscal year ended April 30, 2015 was comprised of operating profit of $18.7 million, interest expense of $36.4 million, decrease in the fair value of financial instruments of $2.5 million, other income of $1.9 million and income tax benefit of $4.5 million. The net loss of $19.0 million for the one month ended April 30, 2014 was comprised of operating loss of $23.0 million, interest expense of $3.0 million, other income of $0.2 million and income tax benefit of $6.9 million. The net loss of $200.9 million for the eleven months ended March 31, 2014 was comprised of operating income of $7.8 million, interest expense of $4.2 million, increase in the fair value of mandatorily redeemable common shares of $200.0 million, other income of $2.2 million and income tax expense of $6.6 million.

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Adjusted EBITDA

Adjusted EBITDA of $113.9 million for the fiscal year ended April 30, 2015 increased $26.8 million, or 30.8%, from our Adjusted EBITDA of $87.1 million for the full year ended April 30, 2014. Excluding $8.1 million in contributions from acquisitions for the pre-acquisition period, Adjusted EBITDA margin increased approximately 31 basis points to 6.7% in the fiscal year ended April 30, 2015, compared to 6.4% in the full year ended April 30, 2014. The increase in Adjusted EBITDA was primarily due to increased profitability on higher net sales during the fiscal year ended April 30, 2015, which was partially offset by increases in variable costs to support the increased sales volumes. These variable costs include warehouse and delivery costs and other variable compensation. Additionally, expenses at our Yard Support Center increased approximately $4.5 million in fiscal 2015, primarily due to higher payroll and payroll related costs associated with an increase in corporate headcount and higher incentive compensation expense associated with our strong financial performance. See "—Non-GAAP Financial Measures" for more information and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP.

One Month Ended April 30, 2014 (Fiscal 2014 Successor Period), Eleven Months Ended March 31, 2014 (Fiscal 2014 Predecessor Period) and Fiscal Year Ended April 30, 2013

The following table summarizes key components of our results of operations for the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013:

	Successor			Predecessor			Predecessor

	One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013
	(dollars in thousands)
Statement of Operations Data :
Net sales	$	127,332		$	1,226,008		$	1,161,610
Cost of sales (exclusive of depreciation and amortization shown separately below)		97,955			853,020			824,331

Gross profit		29,377			372,988			337,279

Operating expenses:
Selling, general and administrative expenses		46,052			352,930			295,289
Depreciation and amortization		6,336			12,253			11,627

Total operating expenses		52,388			365,183			306,916

Operating (loss) income		(23,011	)		7,805			30,363

Other (expense) income:
Interest expense		(2,954	)		(4,226	)		(4,413	)
Change in fair value of mandatorily redeemable common shares(1)		—			(200,004	)		(198,212	)
Other income, net		149			2,187			1,169

Total other (expense), net		(2,805	)		(202,043	)		(201,456	)

(Loss) before tax		(25,816	)		(194,238	)		(171,093	)
Income tax (benefit) expense		(6,863	)		6,623			11,534

Net (loss)	$	(18,953	)	$	(200,861	)	$	(182,627	)



Non-GAAP Measures:
Adjusted EBITDA(2)	$	8,372		$	78,690		$	57,511
Adjusted EBITDA Margin(2)		6.6	%		6.4	%		5.0	%

(1): Represents the change in fair value of mandatorily redeemable common shares of the Predecessor, all of which were acquired by the Company on April 1, 2014 in connection with the Acquisition. These shares had certain redemption features which provided

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that upon the death or disability of the shareholder or termination of his employment, Predecessor would be required to purchase these shares at their then current fair values. Pursuant to this provision, these shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their estimated fair values at the end of any reporting period. Changes in fair value are reflected as "Change in fair value of mandatorily redeemable common shares" on our consolidated statements of operations. Fair value was estimated based on commonly used valuation techniques. For additional details, see Note 10 of our audited consolidated financial statements included elsewhere in this prospectus.

(2): Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See "Prospectus Summary—Summary Financial and Other Data" for how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin, reconciliations thereof to net income (loss) and a description of why we believe these measures are important.

Net Sales

Net sales of $1,353.3 million for the full year ended April 30, 2014 increased $191.7 million, or 16.5%, from net sales of $1,161.6 million in fiscal 2013. For the full year ended April 30, 2014, our wallboard sales, which are impacted by both commercial and residential construction, increased by $134.2 million, or 28.6%, from fiscal 2013, as a result of a 13.9% increase in product prices and a 12.9% increase in unit volume. In addition, our ceiling sales increased $3.0 million, or 1.2%, from the previous year, and steel framing sales increased $18.2 million, or 9.2% from the previous year. Ceiling and steel framing sales are primarily driven by commercial construction activity.

In the full year ended April 30, 2014, we completed two acquisitions, each of which had one branch. These acquired branches contributed $14.1 million to our net sales in full year 2014. Excluding the sites we acquired in full year 2014, our base business sales increased 15.3% compared to the fiscal year ended April 30, 2013. When calculating our "base business" results, we exclude any branches that were acquired in the current fiscal year, prior fiscal year and three months prior to the start of the prior fiscal year. The overall increase in our base business sales for full year 2014 reflected the increase in demand for our products as a result of the improvement in new housing starts, R&R activity and commercial construction, coupled with market share gains attributed to continued improvements in customer service levels. In addition, our base business improved through the addition of seven new branches opened in full year 2014. These new branches contributed $9.8 million to our base net sales in full year 2014.

The following table breaks out our consolidated net sales into the base business component and the excluded components, which are the branches excluded from the base business:

(Unaudited)	Full Year Ended April 30, 2014		Fiscal Year Ended April 30, 2013

	(dollars in thousands)
Base business net sales	$	1,339,228	$	1,161,610
Recently acquired net sales (excluded from base business)		14,112		—

Total net sales	$	1,353,340	$	1,161,610

We have excluded the following acquisitions from the base business for the periods identified:

Acquisition	Acquisition Date	Branches Acquired	Periods Excluded

Dakota Gypsum (ND)	August 2013	1	August 2013 - April 2014
Sun Valley Supply, Inc. (AZ)	August 2013	1	August 2013 - April 2014

Gross Profit and Gross Margin

Gross profit was $29.4 million and $373.0 million for the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Gross profit was $337.3 million for the fiscal year ended April 30, 2013. The favorable gross profit in the one month ended April 30, 2014 and the eleven months ended March 31, 2014 was primarily the result of increased volumes and higher pricing, partially offset by the impact of higher costs of goods sold.

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Gross margin on net sales during the one month ended April 30, 2014 and the eleven months ended March 31, 2014 was 23.1% and 30.4%, respectively. For the fiscal year ended April 30, 2013, gross margin was 29.0%. The purchase accounting adjustments to cost of sales negatively impacted our gross margin on net sales during the one month ended April 30, 2014 by 652 basis points.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $46.1 million and $352.9 million, for the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. For the fiscal year ended April 30, 2013, selling, general and administrative expenses were $295.3 million. With respect to costs related to the Acquisition, $16.2 million and $51.8 million were included in selling, general and administrative expenses for the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. Selling, general and administrative expenses were $399.0 million for the full year 2014. Excluding costs related to the Acquisition, these expenses were $331.0 million. Excluding the Acquisition related costs, selling, general and administrative expenses increased $35.7 million, or 12.1%, from $295.3 million for the fiscal year ended April 30, 2013. This increase was due to increases in warehouse expense of $3.1 million of which $1.5 million related to payroll expense; increases in delivery expense of $13.1 million, of which $9.6 million was related to payroll costs; and increases in branch and corporate general and administrative expenses of $19.5 million, of which $7.2 million was related to payroll costs. The increases in payroll and payroll related costs was primarily due to increased headcount, which was due to an increase in delivered volumes and acquisitions. Selling, general and administrative expenses were 36.2%, 28.8% and 25.4% of net sales during the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013, respectively. Costs related to the Acquisition increased the percentage for the one month ended April 30, 2014 and the eleven months ended March 31, 2014 by 1,272 basis points and 423 basis points, respectively.

Depreciation and Amortization Expenses

Depreciation and amortization expense was $6.3 million and $12.3 million for the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively. For the year ended April 30, 2013, depreciation and amortization expense was $11.6 million. As a result of the application of purchase accounting, at April 1, 2014, we increased the values of certain long-lived assets, including property and equipment and definite-lived intangibles. The impact of such adjustments increased depreciation and amortization expenses during the one month ended April 30, 2014 by $5.1 million. The eleven months ended March 31, 2014 was impacted by asset purchases of $7.7 million.

Other Expense

Interest expense was $3.0 million and $4.2 million in the one month ended April 30, 2014 and eleven months ended March 31, 2014, respectively. For the year ended April 30, 2013, interest expense was $4.4 million. Our interest expense increased, subsequent to the Acquisition closing date, as a result of the term loan debt incurred in connection with the Acquisition. The Term Loan Facilities had a balance of $550.0 million as of April 30, 2014. Interest expense of $2.6 million related to the Term Loan Facilities was recognized for the one month ended April 30, 2014. No amounts were outstanding under the ABL Facility as of April 30, 2014. Other interest expense incurred in the one month ended April 30, 2014 was $0.4 million, primarily related to deferred financing costs and discounts amortized to interest expense. The 2010 Credit Facility had a balance of $99.9 million as of April 30, 2013. Interest expense of $3.5 million related to the 2010 Credit Facility was recognized for the fiscal year ended April 30, 2013. Other interest expense incurred in the fiscal year ended April 30, 2013 was $0.9 million.

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Because Predecessor common stock included features that required Predecessor to redeem such shares upon the death or termination of employment with Predecessor by the shareholder, we reflected the change in such fair value as a non-operating charge in our consolidated statements of operations for the eleven months ended March 31, 2014. This non-cash charge was $200.0 million and $198.2 million for the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013, respectively. The change in the fair value of mandatorily redeemable common shares was attributable to appreciation in the value of the common shares. On April 1, 2014, all outstanding shares were purchased in the Acquisition. See Note 10 in our audited consolidated financial statements for additional information.

Income Tax (Benefit) Expense

We recorded an income tax benefit of $6.9 million in the one month ended April 30, 2014, and income tax expense of $6.6 million in the eleven months ended March 31, 2014. For the year ended April 30, 2013, we recorded an income tax expense of $11.5 million. The effective income tax rates of 26.6% and 3.4% during the one month ended April 30, 2014 and the eleven months ended March 31, 2014, respectively, differed from the statutory rates and are primarily attributable to non-deductible Acquisition related transaction costs, state taxes and other permanent items. For the eleven months ended March 31, 2014, the primary drivers of the effective rate of 3.4% (or tax expense of $6.6 million) were $70.0 million of change in fair value of mandatorily redeemable common shares, $1.4 million in state income taxes, $2.2 million in non-deductible Acquisition related transaction costs and $0.1 million of other permanent differences offset by $68.0 million of tax at the statutory rate. Differences between the statutory rate and the effective tax rate of 6.7% for the year ended April 30, 2013 are primarily attributable to change in fair value of redeemable common shares and permanent differences in state income taxes on subsidiaries with varying levels of taxable income.

Net Loss

Net loss was $19.0 million, $200.9 million and $182.6 million, for the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013, respectively. The net loss of $19.0 million for the one month ended April 30, 2014 was comprised of operating loss of $23.0 million, interest expense of $3.0 million, other income of $0.2 million and income tax benefit of $6.9 million. The net loss of $200.9 million for the eleven months ended March 31, 2014 was comprised of operating income of $7.8 million, interest expense of $4.2 million, change in fair value of mandatorily redeemable common shares of $200.0 million, other income of $2.2 million and income tax expense of $6.6 million. The net loss of $182.6 million for the fiscal year ended April 30, 2013 was comprised of operating income of $30.4 million, interest expense of $4.4 million, increase in the fair value of mandatorily redeemable common shares of $198.2 million, other income of $1.2 million and income tax expense of $11.5 million.

Adjusted EBITDA

Adjusted EBITDA of $87.1 million in the full year ended April 30, 2014 increased by $29.6 million, or 51.4%, from Adjusted EBITDA of $57.5 million for the fiscal year ended April 30, 2013. Adjusted EBITDA margin increased by approximately 148 basis points to 6.4% in the full year ended April 30, 2014 as compared to the fiscal year ended April 30, 2013. The increase in Adjusted EBITDA was primarily due to increased profitability on higher net sales during the one month ended April 30, 2014 and the eleven months ended March 31, 2014, which were partially offset by increases in variable costs incurred to support the increased sales volumes. These variable costs include warehouse and delivery costs and other variable compensation costs including incentive compensation costs associated with our strong performance. See "—Non-GAAP Financial Measures" for more information and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP.

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Liquidity and Capital Resources

Summary

We depend on cash flow from operations, cash on hand and funds available under the ABL Facility to finance working capital needs and capital expenditures. We believe that these sources of funds will be adequate to fund debt service requirements and provide cash, as required, to support our strategies, ongoing operations, capital expenditures, lease obligations and working capital for at least the next 12 months.

As of July 31, 2015, we had available borrowing capacity of approximately $147.1 million under our $200.0 million ABL Facility. For a summary of selected terms of the ABL Facility and other indebtedness, see "Description of Certain Indebtedness."

During the fiscal year ended April 30, 2015, our use of cash was primarily driven by our investing activities, particularly our investments in acquisitions and property and equipment for our operating facilities.

Treasury Stock

In the three months ended July 31, 2015, we repurchased 38,844 shares of our common stock at a cost of $5.8 million in connection with our separation agreement with a former employee. We then reissued 17,688 of these shares. Using the "cost" method, we accounted for the difference between the cost of the treasury stock and the amount of the proceeds from its reissuance as an increase to accumulated deficit. We do not have plans to repurchase a significant number of shares in the near future.

Adjusted working capital

Adjusted working capital is an important measurement that we use in determining the efficiencies of our operations and our ability to readily convert assets into cash. Adjusted working capital represents current assets, excluding cash and cash equivalents, minus current liabilities, excluding current maturities of long-term debt. The material components of adjusted working capital for us include accounts receivable, inventory and accounts payable. Management of our adjusted working capital helps to ensure we can maximize our return and continue to invest in our operations for future growth. Comparing our adjusted working capital to that of other companies in our industry may be difficult, as other companies may calculate adjusted working capital differently than we do. A summary of adjusted working capital and a reconciliation to working capital as of July 31, 2015 and April 30, 2015, 2014 and 2013 is shown in the following table:

	July 31, 2015			April 30, 2015			April 30, 2014			April 30, 2013

	(in thousands)
Trade accounts and notes receivable, net of allowances	$	236,339		$	214,321		$	188,612		$	159,470
Inventories, net		147,183			147,603			135,309			112,593
Accounts payable		(80,396	)		(77,834	)		(70,106	)		(61,020	)

		303,126			284,090			253,815			211,043
Other current assets		42,575			65,056			66,084			34,292
Other current liabilities		(117,442	)		(128,950	)		(72,430	)		(47,375	)

Working capital	$	228,259		$	220,196		$	247,469		$	197,960

Cash and cash equivalents		(13,167	)		(12,284	)		(32,662	)		(13,383	)
Current maturities of long term debt		49,784			23,709			6,085			5,209

Adjusted working capital	$	264,876		$	231,621		$	220,892		$	189,786

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Our adjusted working capital increased by $33.3 million from April 30, 2015 to July 31, 2015 as a result of an increase in trade accounts and notes receivable and a decrease in other current liabilities of $22.0 million and $11.5 million, respectively, partially offset by a decrease in other current assets of $22.5 million. The increase in trade accounts and notes receivable was related to increases in sales and to working capital needs related to acquisitions. Working capital increased $8.1 million from April 30, 2015 to July 31, 2015 as a result of the same factors which impacted adjusted working capital combined with the increase in cash and cash equivalents of $0.9 million and the increase in current maturities of long-term debt of $26.1 million.

Our adjusted working capital increased by $10.7 million from April 30, 2014 to April 30, 2015 as a result of an increase in trade accounts and notes receivable and inventories, net of $25.7 million and $12.3 million, respectively, partially offset by an increase in accounts payable of $7.7 million and an increase in other current liabilities, net (excluding cash and cash equivalents and current maturities of long-term debt), of $19.5 million. The increases in trade accounts and notes receivable, inventories, net and accounts payable were related to increases in sales and to working capital needs related to acquisitions. The increase in other current liabilities, net (excluding cash and cash equivalents and current maturities of long-term debt) was related to increases in accrued compensation and employee benefits of $12.2 million and other accrued liabilities of $26.7 million, partially offset by an increase to prepaid expenses and other current assets of $23.7 million. Working capital decreased $27.3 million from April 30, 2014 to April 30, 2015 as a result of the same factors which impacted adjusted working capital combined with the decrease in cash and cash equivalents of $20.4 million and the increase in current maturities of long-term debt of $17.6 million.

From April 30, 2013 to April 30, 2014, adjusted working capital increased by $31.1 million. This increase was primarily due to increases in receivables and inventories, net of $29.1 million and $22.7 million, respectively, which occurred due to increased sales. These increases were partially offset by increases in accounts payable of $9.1 million which related to increased purchases of inventory, and an increase in other current liabilities, net (excluding cash and cash equivalents and current maturities of long-term debt), of $11.7 million. Working capital increased $49.5 million from April 30, 2013 to April 30, 2014 as a result of the same factors which impacted adjusted working capital combined with the increase in cash and cash equivalents of $19.3 million.

A summary of our operating, investing and financing activities is shown in the following table:

	Successor												Predecessor

	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013
	(in thousands)
Cash flows
Cash flows (used in) provided by operating activities	$	(18,411	)	$	(9,929	)	$	48,023		$	(14,925	)	$	36,059		$	13,316
Cash flows used in investing activities		(1,035	)		(3,295	)		(81,466	)		(703,300	)		(8,371	)		(14,421	)
Cash flows provided by (used in) financing activities		20,329			(2,055	)		13,065			750,887			(16,946	)		5,375

Increase (decrease) in cash and cash equivalents	$	883		$	(15,279	)	$	(20,378	)	$	32,662		$	10,742		$	4,270

Operating Activities

Cash from operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, equity-based compensation, deferred taxes and the effects of changes in operating assets and liabilities, which were primarily the changes in working capital discussed above.

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Net cash used in operating activities was $18.4 million for the three months ended July 31, 2015. This use of cash was primarily driven by cash used to build primary working capital, principally receivables, of $18.8 million. The increase in accounts receivable was the result of increased sales.

Net cash used in operating activities was $9.9 million for the three months ended July 31, 2014. This cash used in operating activities was primarily driven by non-cash charges of $21.5 million, including depreciation and amortization of $17.7 million, partially offset by a net loss of $6.1 million, changes in deferred tax benefit of $9.6 million, changes in current assets and liabilities of $0.2 million and changes in primary working capital of $15.5 million, which was necessary to support sales increases in the period.

Net cash provided by operating activities was $48.0 million for the fiscal year ended April 30, 2015. This cash provided by operating activities was primarily driven by non-cash charges of $81.0 million, including depreciation and amortization of $67.5 million, combined with changes in current assets and liabilities of $20.3 million, partially offset by a net loss of $13.8 million, deferred tax benefits of $19.6 million and changes in primary working capital of $19.9 million, which was necessary to support the sales increases in the fiscal year ended April 30, 2015 as well as the addition of acquired businesses and new branches.

Net cash used in operating activities was $14.9 million in the one month ended April 30, 2014, which was primarily driven by a net loss of $19.0 million and deferred tax benefits of $6.9 million, partially offset by non-cash charges of $7.8 million, including depreciation and amortization of $6.6 million, combined with changes in current assets and liabilities of $3.2 million. In the eleven months ended March 31, 2014, cash provided by operating activities of $36.1 million was primarily driven by non-cash charges of $214.7 million, including the change in fair value of mandatorily redeemable common shares of $200.0 million and depreciation and amortization of $12.8 million, combined with changes in current assets and liabilities of $57.0 million including approximately $48.9 million in costs associated with the Acquisition, partially offset by a net loss of $200.9 million, deferred tax benefits of $7.1 million and changes in primary working capital of $27.6 million.

For the fiscal year ended April 30, 2013, cash provided by operating activities was $13.3 million, driven by net loss of $182.6 million and non-cash charges of $212.0 million, including the change in fair value of mandatorily redeemable common shares of $198.2 million and depreciation and amortization of $12.3 million, combined with changes in current assets and liabilities of $3.8 million, partially offset by decreases in primary working capital of $19.9 million.

Investing Activities

Net cash used in investing activities consists primarily of acquisitions; investments in our facilities including purchases of land, buildings, and leasehold improvements; and purchases of fleet assets, IT, and other equipment. We present this figure net of proceeds from asset sales which typically relate to sales of our fleet assets and closed facilities.

In the three months ended July 31, 2015 and 2014, net cash used in investing activities was $1.0 million and $3.3 million, respectively, which consists of purchases of property and equipment of $1.5 million and $3.7 million, net of $0.5 million and $0.4 million in proceeds from asset sales, respectively.

In the fiscal year ended April 30, 2015, net cash used in investing activities was $81.5 million, net of $3.8 million in proceeds from asset sales. This amount consisted of $66.7 million used to acquire six businesses, $4.6 million used to acquire an interest rate cap (see Note 1 to our audited consolidated financial statements included elsewhere in this prospectus for additional detail), $10.1 million of facilities expenditures and $3.8 million of other capital expenditures. Our facilities expenditures included investments made to purchase land and warehouses for the purpose of relocating and optimizing branches in Atlanta, Georgia and Milton, Florida and leasehold improvements associated with the relocation of our corporate headquarters.

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During the one month ended April 30, 2014, net cash used in investing activities was $703.3 million. Of this amount, $703.0 million was used in the Acquisition.

During the eleven months ended March 31, 2014, net cash used in investing activities was $8.4 million, net of $4.4 million in proceeds from asset sales. This amount consisted of $5.0 million used to acquire two businesses, $3.8 million in facilities expenditures and $3.9 million of other capital expenditures. Our facilities expenditures included investments made to purchase land and warehouses for the purpose of relocating and optimizing branches in Winston-Salem, North Carolina and Duluth, Georgia.

In the fiscal year ended April 30, 2013, net cash used in investing activities was $14.4 million, net of $2.5 million in proceeds from asset sales. This amount consisted of $11.0 million in facilities expenditures and $5.9 million of other capital expenditures. Our facilities expenditures included investments made to purchase land and warehouses for a previously leased branch in Cedar, Minnesota and a new branch in Kirkland, Washington.

Capital expenditures vary depending on prevailing business factors, including current and anticipated market conditions. Historically, capital expenditures have for the most part remained at relatively low levels in comparison to the operating cash flows generated during the corresponding periods. We expect our fiscal 2016 capital expenditures to be approximately $7.0 million to $9.0 million (excluding acquisitions) primarily related to fleet and equipment purchases, facilities and IT investments to support our operations.

Financing Activities

Cash provided by, or used in, financing activities consists primarily of borrowings and related repayments under our credit agreements, as well as repayments of capital lease obligations and proceeds from the sales of equity.

Net cash provided by financing activities was $20.3 million for the three months ended July 31, 2015, consisting primarily of net borrowings from the ABL Facility of $24.8 million offset by stock repurchases of $5.8 million. In the three months ended July 31, 2014, cash used in financing activities was $2.1 million, which consisted of payments of principal on long-term debt and capital lease obligations.

Net cash provided by financing activities was $13.1 million for the fiscal year ended April 30, 2015, consisting primarily of net borrowings from the ABL Facility of $17.0 million. In the one month ended April 30, 2014, cash provided from financing activities was $750.9 million, which consisted of $546.5 million (net of original issue discount) received from the issuance of debt under the Term Loan Facilities and $224.1 million received from the sales of our common stock as a result of the Acquisition. In the eleven months ended March 31, 2014, cash used in financing activities of $16.9 million primarily consisted of net cash repayments on the 2010 Credit Facility of $13.8 million. For the fiscal year ended April 30, 2013, cash provided by financing activities of $5.4 million primarily consisted of borrowings of $9.5 million on the 2010 Credit Facility, partially offset by principal payments on long-term debt and capital lease obligations.

Our Credit Facilities

Our long-term debt consisted of the following at July 31, 2015, April 30, 2015 and April 30, 2014:

Acquisition Debt (Successor)

On April 1, 2014, our wholly-owned subsidiaries, GYP Holdings II Corp., as parent guarantor, and GYP Holdings III Corp., as borrower, entered into a senior secured first lien term loan facility, or the First Lien Facility, and a senior secured second lien term loan facility, or the Second Lien Facility and, together with the First Lien Facility, the Term Loan Facilities, in the aggregate amount of

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$550.0 million in connection with the Acquisition. The proceeds from the Term Loan Facilities were used to (i) repay all amounts outstanding under the 2010 Credit Facility in the amount of $86.1 million, (ii) pay the Acquisition purchase price and (iii) pay related fees and expenses.

The First Lien Facility was issued in an original aggregate principal amount of $388.1 million (net of $1.9 million of original issue discount). The Second Lien Facility was issued in an original aggregate principal amount of $158.4 million (net of $1.6 million of original issue discount). At April 30, 2015, the borrowing interest rates for the First Lien Facility and Second Lien Facility were 4.75% and 7.75%, respectively. Accrued interest, presented within other accrued expenses and current liabilities in our consolidated balance sheets, was approximately $1.1 million and $0.1 million at April 30, 2015 and 2014, respectively, and cash paid for interest was $30.3 million and $2.5 million in the fiscal year ended April 30, 2015 and the one month ended April 30, 2014, respectively. Accrued interest, presented within other accrued expenses and current liabilities in our unaudited condensed consolidated balance sheets, was approximately $1.2 million at July 31, 2015, and cash paid for interest was $7.8 million and $5.2 million in the three months ended July 31, 2015 and 2014, respectively. The First Lien Facility permits us to add one or more incremental term loans up to a fixed amount of $100.0 million (shared with the Second Lien Facility) plus a certain amount depending on a secured first lien leverage ratio test included in the First Lien Facility. The Second Lien Facility permits us to also add one or more incremental term loans up to a fixed amount of $100.0 million (shared with the First Lien Facility) plus a certain amount depending on a secured leverage ratio test included in the Second Lien Facility. The First Lien Facility bears interest at LIBOR (subject to a floor of 1.00%) plus a borrowing margin of 3.75%. The Second Lien Facility bears interest at LIBOR (subject to a floor of 1.00%) plus a borrowing margin of 6.75%. The First Lien Facility amortizes in nominal quarterly installments equal to approximately $975 thousand or 0.25% of the original aggregate principal amount of the First Lien Facility and matures on April 1, 2021. The Second Lien Facility has no amortization and matures on April 1, 2022. Provided that the individual affected lenders agree accordingly, the maturities of the term loans under the Term Loan Facilities, may, upon our request and without the consent of any other lender, be extended. Further, we are not subject to any financial maintenance covenants pursuant to the terms of the Term Loan Facilities.

Asset Based Lending Facility (Successor)

The asset-based revolving credit facility, or the ABL Facility, entered into on April 1, 2014, provides for revolving loans and the issuance of letters of credit up to a maximum aggregate principal amount of $200.0 million. Extensions of credit under the ABL Facility will be limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. As of July 31, 2015, we had approximately $41.8 million in short-term swing line borrowings outstanding under the ABL Facility. As of April 30, 2015 and 2014, there were approximately $0.3 million and $0 accrued interest payable, respectively, on the ABL Facility. In the fiscal year ended April 30, 2015 and the one month ended April 30, 2014, we paid interest and other fees of $0.9 million and $0.1 million, respectively, on the ABL Facility. As of July 31, 2015, there was approximately $0.4 million accrued interest payable on the ABL Facility. In the three months ended July 31, 2015 and 2014, we paid interest and other fees of $0.3 million and $0.1 million, respectively, on the ABL Facility.

The ABL Facility also permits us to request increases in the amount of the revolving, swing line and letter of credit facilities up to an aggregate maximum amount of $300.0 million for the total commitments under the ABL Facility (including all incremental commitments).

At our option, the interest rates applicable to the loans under the ABL Facility are based at LIBOR or Base Rate, plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility Credit Agreement, based on average daily availability for the most recent fiscal quarter. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility Credit Agreement.

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The ABL Facility will mature on April 1, 2019 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon our request and without the consent of any other lender.

Collateral under the ABL Facility and Term Loan Facilities

The ABL Facility is collateralized by (a) first priority perfected liens on our (i) accounts receivable, (ii) inventory, (iii) deposit accounts, (iv) cash and cash equivalents, (v) tax refunds and tax payments, (vi) chattel paper and (vii) documents, instruments, general intangibles, securities accounts, books and records, proceeds and supporting obligations related to each of the foregoing, subject to certain exceptions (collectively, "ABL Priority Collateral") and (b) third priority perfected liens on our remaining assets not constituting ABL Priority Collateral, subject to customary exceptions (collectively, "Term Priority Collateral").

The First Lien Facility and the Second Lien Facility are collateralized by (a) first priority liens and second priority liens, respectively, on the Term Priority Collateral and (b) second priority liens and third priority liens, respectively, on the ABL Priority Collateral, subject to customary exceptions.

Prepayments under the ABL Facility and Term Loan Facilities

The ABL Facility may be prepaid at our option at any time without premium or penalty and will be subject to mandatory prepayment if the outstanding ABL Facility exceeds the lesser of the (i) borrowing base and (ii) the aggregate amount of commitments. Mandatory prepayments do not result in a permanent reduction of the lenders' commitments under the ABL Facility.

The Term Loans under the Term Loan Facilities may be prepaid at any time without penalty, except that the Term Loans under the Second Lien Facility are subject to a 1% prepayment premium on voluntary prepayments and certain mandatory prepayments made prior to April 1, 2016. Under certain circumstances and subject to certain exceptions, the Term Loan Facilities will be subject to mandatory prepayments in the amount equal to: 100% of the net proceeds of certain assets sales and issuances or incurrences of non-permitted indebtedness; and 50% of annual excess cash flow for any fiscal year, such percentage to decrease to 25% or 0% depending on the attainment of certain total leverage ratio targets.

As of April 30, 2015 and July 31, 2015, there was no requirement for a prepayment related to excess cash flow.

Guarantees

GYP Holdings III Corp. is the borrower under Term Loan Facilities and the lead borrower under the ABL Facility. Our wholly-owned subsidiary, GYP Holdings II Corp. (and direct parent of GYP Holdings III Corp.) guarantees our payment obligations under the Term Loan Facilities and the ABL Facility. Certain of our other subsidiaries are co-borrowers under the ABL Facility and guarantee our payment obligations under the Term Loan Facilities.

Covenants under the ABL Facility and Term Loan Facilities

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. We were in compliance with all such covenants at April 30, 2015 and July 31, 2015.

The Term Loan Facilities contain a number of covenants that limit our ability and the ability of our restricted subsidiaries, as described in the Term Loan Credit Agreements, to: (i) incur more indebtedness; (ii) pay dividends, redeem stock or make other distributions; (iii) make investments; (iv) create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers; (v) create liens securing indebtedness; (vi) transfer or sell assets; (vii) merge or

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consolidate; (viii) enter into certain transactions with our affiliates; and (ix) prepay or amend the terms of certain indebtedness. We were in compliance with all restrictive covenants at April 30, 2015 and July 31, 2015.

Events of Default under the ABL Facility and Term Loan Facilities

The ABL Facility and Term Loan Facilities provide for customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and changes of control.

Asset Based Lending Facility (Predecessor)

During fiscal 2013, we utilized our 2010 Credit Facility. At April 30, 2013, outstanding borrowings under the 2010 Credit Facility were $99.9 million with a weighted average interest rate of 2.57%.

In conjunction with the Acquisition, the outstanding balance of the 2010 Credit Facility was paid in full and unamortized deferred financing charges of $1.6 million were written off as part of the purchase price accounting.

Installment Notes

During the year ended April 30, 2013, the installment notes represented (i) notes for subsidiary stock repurchases from shareholders (ii) a note for the payout of stock appreciation rights and (iii) an installment note for a software license. In conjunction with the Acquisition, the shareholder notes and software license were paid in full as part of the purchase price. The installment note for the one month ended April 30, 2014 represents the outstanding note for the payout of the stock appreciation rights. The installment notes as of July 31, 2015 and April 30, 2015 represent notes for subsidiary stock repurchases from shareholders and a note for the payout of stock appreciation rights.

Contractual Obligations

We enter into long-term obligations and commitments in the normal course of business, primarily debt obligations and non-cancelable operating leases. As of April 30, 2015, without giving effect to this offering, our contractual cash obligations over the next several periods are as follows:

	Fiscal Year Ending April 30, 2016		Fiscal Year Ending April 30, 2017		Fiscal Year Ending April 30, 2018		Fiscal Year Ending April 30, 2019		Fiscal Year Ending April 30, 2020		Thereafter

	(in thousands)
First Lien Facility		3,900		3,900		3,900		3,900		3,900		366,600
Second Lien Facility(1)		—		—		—		—		—		160,000
Interest on long-term debt		30,670		30,485		30,300		30,115		29,929		39,671
Capital Leases(2)		4,546		2,973		1,121		407		334		568
Operating Leases		29,891		27,605		24,232		17,735		11,388		12,382

Total(3)	$	69,007	$	64,963	$	59,553	$	52,157	$	45,551	$	579,221

(1): We expect to use the proceeds from this offering to repay $ of our borrowings under the Second Lien Facility.
(2): Includes interest on capital lease obligations.
(3): Does not reflect any borrowings under the ABL Facility. As of April 30, 2015, we had approximately $17.0 million in short-term swing line borrowings outstanding under the ABL Facility.

We may, from time to time, repurchase or otherwise retire or extend our debt and/or take other steps to reduce our debt or otherwise improve our financial position. These actions may include open

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market debt repurchases, negotiated repurchases, other retirements of outstanding debt and/or opportunistic refinancing of debt. The amount of debt that may be repurchased or otherwise retired or refinanced, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our consolidated balance sheets.

We lease certain office and warehouse facilities and equipment, some of which provide renewal options. Rent expense for operating leases, which may have escalating rents over the terms of the leases, is recorded on a straight-line basis over the minimum lease terms. Rent expense under operating leases approximated $29.9 million, $1.5 million, $19.9 million and $18.8 million for the fiscal year ended April 30, 2015, the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013, respectively. As existing leases expire, we anticipate such leases will be renewed or replaced with other leases that are substantially similar in terms, which are consistent with market rates at the time of renewal.

Off Balance Sheet Arrangements

At July 31, 2015, we did not have any relationship with unconsolidated entities or financial partnerships for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes.

Qualitative and Quantitative Disclosure of Market Risks

Interest Rate Risk

We are exposed to interest rate risk through fluctuations in interest rates on our debt obligations. A significant portion of our outstanding debt bears interest at variable rates. As a result, increases in interest rates could increase the cost of servicing our debt and could materially reduce our profitability and cash flows. However, we have entered into an interest rate cap on three-month U.S. dollar LIBOR based on a strike rate of 2.0%, which effectively caps the interest rate at 5.75% on an initial notional amount of $275.0 million of our variable rate debt obligation under the First Lien Facility, or any replacement facility with similar terms. Excluding the impact of this interest rate cap and the interest rate floor on the Term Loan Facilities, each 1% increase in interest rates on the Term Loan Facilities would increase our annual interest expense by approximately $5.4 million based on balances outstanding under the Term Loan Facilities as of April 30, 2015. Assuming the ABL Facility was fully drawn, each 1% increase in interest rates would result in a $2.0 million increase in our annual interest expense on the ABL Facility. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities, as well as through hedging activities, such as entering into interest rate derivative agreements, as discussed below under "—Derivative Financial Instruments." As of July 31, 2015, $41.8 million was outstanding under the ABL Facility and $147.1 million was available for future borrowings under the ABL Facility. In addition, we had $385.1 million outstanding under the First Lien Facility and $160.0 million outstanding under the Second Lien Facility. We intend to use a portion of the net proceeds from this offering to repay approximately $ of indebtedness under the Second Lien Facility, which will reduce our interest expense in the future.

Derivative Financial Instruments

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On October 31, 2014, we entered into an interest rate cap on three-month U.S. dollar LIBOR based on a strike rate of 2.0%, which is payable quarterly. This instrument effectively caps the interest rate at 5.75% on an initial notional amount of $275.0 million of our variable rate debt obligation under the First Lien Facility, or any replacement facility with similar terms. The interest rate cap was purchased for $4.6 million on October 31, 2014, effectively hedged on January 31, 2015, and expires on October 31, 2018.

This derivative instrument is recorded in "Other assets" on our unaudited condensed consolidated balance sheets as of July 31, 2015 at its fair value of $1.9 million. The valuation of this instrument was determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities.

The decrease in fair value of the instrument from the purchase date to effective hedge date was $2.5 million and is reflected in "Change in fair value of financial instruments" on our consolidated statements of operations and comprehensive income (loss) for the year ended April 30, 2015. The increase in fair value from the effective hedge date to April 30, 2015 was $10 thousand and was recorded in "Increase in fair value of financial instrument, net of tax," on our consolidated statements of operations and comprehensive income (loss). The decrease in fair value from April 30, 2015 to July 31, 2015 was $181 thousand and was recorded in "Decrease in fair value of financial instrument, net of tax," on our unaudited condensed consolidated statements of operations and comprehensive income (loss). We believe there have been no material changes in the creditworthiness of the counterparty to this cap agreement and believe the risk of nonperformance by such party is minimal.

Impact of Inflation

Critical Accounting Policies

Our discussion and analysis of operating results and financial condition are based upon our audited financial statements included elsewhere in this prospectus. The preparation of our financial statements, in accordance with GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Our critical accounting policies are those that materially affect our consolidated financial statements and involve difficult, subjective or complex judgments by management. Although these estimates are based on management's best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates.

We believe the following critical accounting policies are affected by significant judgments and estimates used in the preparation of our consolidated financial statements and that the judgments and estimates are reasonable.

Use of Estimates

The preparation of consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and

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the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

We recognize revenue at the point of sale or upon delivery to the customer's site when the following four basic criteria are met:

•: persuasive evidence of an arrangement exists;
•: delivery has occurred or services have been rendered;
•: the price to the buyer is fixed or determinable; and
•: collectibility is reasonably assured.

Revenue, net of estimated returns and allowances, is recognized when sales transactions occur and title is passed, the related product is delivered, and includes any applicable shipping and handling costs invoiced to the customer. The expense related to such costs is included in "Selling, general and administrative" expenses.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses due to the failure of our customers to make required payments. Management believes the accounting estimate related to the allowance for doubtful accounts is a "critical accounting estimate" as it involves complex judgments about our customers' ability to pay.

The allowance for doubtful accounts is based on an assessment of individual past due accounts, historical write-off experience, accounts receivable aging, customer disputes and the business environment. Account balances are charged off when the potential for recovery is considered remote.

Management believes the allowance amounts recorded, in each instance, represent its best estimate of future outcomes. If there is a deterioration of a major customer's financial condition, if we become aware of additional information related to the creditworthiness of a major customer, or if future actual default rates on trade receivables in general differ from those currently anticipated, we may have to adjust its allowance for doubtful accounts, which would affect earnings in the period the adjustments were made. Based on our evaluation, we record reserves to reduce the related receivables to amounts we reasonably believe are collectible.

Inventories

Inventories consist primarily of materials purchased for resale, and include wallboard, ceilings, steel framing and other specialty building products. The cost of our inventories is determined by the moving average cost method, which approximates the first-in, first-out approach. We monitor our inventory levels by branch and record provisions for excess inventories based on slower moving inventory. We define potential excess inventory as the amount of inventory on hand in excess of the historical usage, excluding items purchased in the last 12 months. We then review our most recent history of sales and adjustments of such excess inventory and apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. In addition, at the end of each fiscal year, we evaluate our inventory at each branch and write-off and dispose of obsolete products. Our inventories are generally not susceptible to technological obsolescence.

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During the fiscal year, we perform periodic cycle counts and write-off excess or damaged inventory as needed. At fiscal year-end, we take a physical inventory and record any necessary additional write-offs.

Long-Lived Assets and Goodwill

Our long-lived assets consist primarily of property, equipment, purchased intangible assets and goodwill. The valuation and the impairment testing of these long-lived assets involve significant judgments and assumptions, particularly as they relate to the identification of reporting units, asset groups and the determination of fair market value.

We test our tangible and intangible long-lived assets subject to amortization for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. We test goodwill for impairment annually, or more frequently if triggering events occur indicating that there may be impairment.

We have recorded goodwill and perform testing for potential goodwill impairment at a reporting unit level. A reporting unit is an operating segment, or a business unit one level below an operating segment for which discrete financial information is available, and for which management regularly reviews the operating results. Additionally, components within an operating segment can be aggregated as a single reporting unit if they have similar economic characteristics. We have performed testing on each of our reporting units which contain goodwill.

During the fourth quarters of fiscals 2015, 2014 and 2013, we performed our annual impairment assessments of goodwill, which did not indicate that an impairment existed. During each assessment, we determined that the fair value of our reporting units which contain goodwill exceeded their carrying values.

For impairment testing of long-lived assets, we identify asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flow expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

As discussed above, changes in management intentions, market events or conditions, projected future net sales, operating results, cash flow of our reporting units and other similar circumstances could affect the assumptions used in the impairment tests. Although management currently believes that the estimates used in the evaluation of goodwill and other long-lived assets are reasonable, differences between actual and expected net sales, operating results and cash flow could cause these assets to be impaired. If any asset were determined to be impaired, this could have a material adverse effect on our results of operations and financial position, but not our cash flow from operations.

Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, the economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur that could affect the accuracy or validity of the estimates and assumptions.

Determining the useful life of an intangible asset also requires judgment. Certain intangible assets are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other acquired intangible assets such as customer relationships and other brand or trade names are expected to have determinable useful lives. All of our customer-related

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intangibles are expected to have determinable useful lives. The costs of determinable-lived intangibles are amortized to expense over their estimated lives.

Equity-Based Compensation

We utilize the Black-Scholes option-pricing model to estimate the grant-date fair value of all stock options. The Black-Scholes option-pricing model requires the use of weighted average assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield and the fair value of the underlying common stock at the date of grant. Because we do not have sufficient history to estimate the expected volatility of our common stock price, expected volatility is based on the average volatility of peer public entities that are similar in size and industry. We estimate the expected term of all stock options based on previous history of exercises. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield is 0% as we have not declared any common stock dividends to date and do not expect to declare common stock dividends in the near future. The fair value of the underlying common stock at the date of grant is determined based on a valuation of our common stock. In the absence of a public trading market, we determine the fair value of our common stock utilizing methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held-Company Equity Securities Issued as Compensation." Our approach considered contemporaneous common stock valuations in determining the equity value of our company using a weighted combination of various methodologies, each of which can be categorized under either of the following two valuation approaches: the income approach and the market approach. The assumptions used in calculating the fair value of stock-based payment awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

We estimate forfeitures based on our historical analysis of actual stock option forfeitures and employee turnover. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually. The weighted average assumptions used in the Black-Scholes option-pricing model for the fiscal year ended April 30, 2015 are set forth below:



Volatility	59.54	%
Expected life (years)	6.00
Risk-free interest rate	1.78	%
Dividend yield	—	%

In the three months ended July 31, 2015, we did not issue any stock option awards. In the fiscal year ended April 30, 2015, we issued 278,013 stock option awards to employees that vest based on service only. The weighted average grant date fair value of each stock option was $48.06 and the aggregate fair value of options outstanding and the aggregate fair value of options vested was $13.4 million and $2.2 million, respectively. All of these awards vest over a four-year period. Additionally, all these options could vest earlier in the event of a change in control, merger or other acquisition. This expense is recorded on an accelerated basis over the requisite service period of each separate vesting tranche. Equity-based compensation expense related to stock option awards was $0.5 million in the three months ended July 31, 2015 and $6.5 million for the fiscal year ended April 30, 2015 and was included as a component of "Selling, general and administrative" expenses in our consolidated statements of operations and comprehensive income (loss). In fiscal 2015, we also recognized related income tax benefits of $2.4 million which has been partially offset by a valuation allowance. At April 30, 2015, the unrecognized compensation expense related to stock option awards was $5.6 million with a remaining weighted average life of 3.1 years.

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Subsidiary Equity-Based Deferred Compensation Arrangements

Some of our operating subsidiaries sponsor deferred compensation arrangements that entitle selected employees of those subsidiaries to participate in increases in the adjusted book value of a specified number of shares of common stock of those subsidiaries. Adjusted book value for this purpose generally means the book value of the relevant shares, as increased, or decreased, to reflect those shares' ratable portion of any annual earnings, or losses, of the relevant subsidiary (based on the total number of outstanding shares of the relevant subsidiary). Employees participate in these deferred compensation arrangements in one or more of three ways: through cash-based stock appreciation rights (described below under the heading " —Stock appreciation rights "), by holding common stock of the applicable subsidiary (described below under the heading " —Liabilities to noncontrolling interest holders ") and/or through deferred compensation programs (described below under the heading " —Deferred compensation "). As of July 31, 2015, in accordance with the provisions of the transition guidance set forth in ASC Topic 718, Compensation—Stock Compensation ("ASC 718"); the estimated fair values of these arrangements are reflected as liabilities. The determination of fair value is a significant estimate, which is based on assumptions including the expected book value of the subsidiary per share at the time of redemption and the expected termination date of each award holder. To determine the expected book value of the subsidiary at redemption date, we have used a lognormal binomial method. Significant inputs to this estimate include historical book values of the subsidiaries, our expected incremental borrowing rate, the expected retirement age of certain individuals and the expected volatility of the underlying book values of the subsidiary's equity. This estimate is, by its nature, subjective and involves a high degree of judgment and assumptions. These assumptions may have a significant effect on our estimates of fair value, and the use of different assumptions, as well as changes in market conditions, could have a material effect on our results of operations or financial condition. As a result of the transition guidance stated within ASC 718, we have recorded these liability awards at fair value as of July 31, 2015. The impact of this guidance was recognized as a decrease to retained earnings as of July 31, 2015. The total impact applying the transition guidance was $7.3 million. The arrangements are described in further detail below:

Stock appreciation rights. Certain subsidiaries have granted stock appreciation rights to certain employees under which payments are dependent on the appreciation in the adjusted book value of a specified number of shares of the applicable subsidiary. Settlements of the awards can be made in a combination of cash or installment notes, generally paid over four years, upon certain terminations of employment. Vesting periods vary by grant date and range from fiscal 2016 to fiscal 2018.

Liabilities to noncontrolling interest holders. As described in Note 5 to our audited consolidated financial statements, noncontrolling interests were issued to certain employees of the subsidiaries in the form of common stock. All of these noncontrolling interest awards are subject to buy-sell agreements that require the stock to be redeemed for its adjusted book value, subject in certain cases to an agreed upon minimum value, only upon termination of employment. These instruments are redeemed in cash, typically in annual installments over the five years following termination of employment.

In connection with the Acquisition, noncontrolling interest holders had the option to reinvest their ownership interests in the subsidiaries into GMS Inc. Noncontrolling interests of $32.5 million were reinvested into GMS Inc.

Deferred compensation. During fiscal 2014, each employee who held redeemable noncontrolling interests as described above was granted a deferred compensation obligation entitling the employee to a payment based on a percentage of the adjusted book value of his or her associated noncontrolling interest at the time of payment. These deferred compensation obligations become payable only upon the employee's death, disability, termination without cause or retirement. The obligations are paid in cash, usually in annual installments over the five years following termination of employment.

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Income Taxes

Income taxes are accounted for in accordance with ASC 740, "Income Taxes", which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Inherent in the measurement of deferred balances are certain judgments and interpretations of existing tax law and published guidance as applicable to our operations.

We evaluate our deferred tax assets to determine if valuation allowances are required. In assessing the realizability of deferred tax assets, we consider both positive and negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities related to depreciation and amortization that would occur within the same jurisdiction and during the carry-forward period necessary to absorb the federal and state net operating losses and other deferred tax assets. The reversal of such liabilities would utilize the federal and state net operating losses and other deferred tax assets.

We record amounts for uncertain tax positions that management believes are supportable, but are potentially subject to successful challenge by the applicable taxing authority. Consequently, changes in our assumptions and judgments could materially affect amounts recognized related to income tax uncertainties and may affect our results of operations or financial position. We believe our assumptions for estimates continue to be reasonable, although actual results may have a positive or negative material impact on the balances of such tax positions. Historically, the variation of estimates to actual results is immaterial and material variation is not expected in the future.

Vendor Rebates

Typical arrangements with our vendors provide for us to receive a rebate of a specified amount after we achieve any of a number of measures generally related to the volume of our purchases over a period of time. We reserve these rebates to effectively reduce our cost of sales in the period in which we sell the product. Throughout the year, we estimate the amount of rebates receivable for the periodic programs based upon the expected level of purchases. We continually revise these estimates to reflect actual rebates earned based on actual and projected purchase levels. If we fail to achieve a measure which is required to obtain a vendor rebate, we will have to record a charge in the period in which we determine the criteria or measure for the vendor rebate will not be met to the extent the vendor rebate was estimated and included as a reduction to cost of sales. Historically, our actual rebates have been within our expectations used for our estimates.

Derivative Instruments

We enter into interest rate derivative agreements, with the objective of minimizing the risks and costs associated with financing activities, as well as to maintain an appropriate mix of fixed- and floating-rate debt.

For derivative instruments designated as hedges for accounting purposes, we record the effective portions of changes in their fair value, net of taxes, in "Comprehensive (loss) income" to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the "hedge accounting" method).

The effectiveness of the hedges is periodically assessed by management during the lives of the hedges by: (i) comparing the current terms of the hedges with the related hedged debt to assure they continue to coincide and (ii) through an evaluation of the ability of the counterparties to the hedges to

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honor their obligations under the hedges. Any ineffective portions of the hedges are recognized in earnings through interest expense, financing costs and other expenses.

During the year ended April 30, 2015, we elected to designate a derivative instrument as a cash flow hedge in accordance with ASC 815. This instrument is an interest rate cap on quarterly resetting 3-month LIBOR, based on a strike rate of 2.0% and payable quarterly. This instrument effectively caps the interest rate at 5.75% on an initial notional amount of $275 million of our variable rate debt obligation under the ABL Facility and the Term Loan Facilities, or any replacement facility with similar terms. The interest rate cap was purchased for $4.6 million on October 31, 2014, designated as a hedge on January 31, 2015 and expires on October 31, 2018.

This derivative instrument is recorded in the unaudited condensed consolidated balance sheet as of July 31, 2015 as an asset at its fair value of $1.9 million within "Other assets". The valuation of this instrument was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities.

The decrease in fair value of the instrument from the purchase date to the date of the hedge was $2.5 million and is reflected in "Change in fair value of financial instruments" on our consolidated statements of operations and comprehensive income (loss) for the year ended April 30, 2015. The increase in fair value from the effective hedge date to April 30, 2015 was $10 thousand and was recorded in "Increase in fair value of financial instrument, net of tax." The decrease in fair value from April 30, 2015 to July 31, 2015 was $181 thousand and was recorded in "Decrease in fair value of financial instrument, net of tax." We believe there have been no material changes in the creditworthiness of the counterparty to this cap agreement and believes the risk of nonperformance by such party is minimal.

For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings, commonly referred to as the "mark-to-market" method. During fiscal 2013, we entered into an interest-rate swap agreement as a fixed-rate payor to mitigate interest-rate risk associated with floating interest rate borrowings under our revolving credit facility on an initial notional amount of $35.0 million. Per the terms of the contract, the Predecessor received fixed interest of 0.69% in exchange for floating interest indexed to the one-month LIBOR rate. Changes in fair value resulted in a gain of $0.2 million for the eleven month period ended March 31, 2014 and a loss of $0.3 million in the fiscal year ended April 30, 2013. These gains and losses are recognized in our consolidated statements of operations and comprehensive income (loss), in "Other income, net." At April 30, 2013, the fair value of the interest rate swap reported on our consolidated balance sheets in "Other liabilities" was $0.3 million. The interest rate swap was terminated in the eleven month period ended March 31, 2014 with a penalty of $0.1 million and interest of $16 thousand in "Other income, net" in our consolidated statements of operations and comprehensive income (loss).

Newly Issued Accounting Pronouncements

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certain situations, as defined in ASU 2013-11. The amendments in ASU 2013-11 are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We adopted ASU 2013-11 on May 1, 2014. The adoption of this standard did not materially impact our financial position, results of operations, or cash flows.

Discontinued operations —In April 2014, the FASB issued ASU No. 2014-08, "Reporting discontinued operations and disclosure of disposals of components of an entity" ("ASU 2014-08"). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014 (early adoption were permitted only for disposals that have not been previously reported). The impact on us of adopting ASU 2014-08 will depend on the nature and size of future disposals, if any, of a component of ours after the effective date. We had elected to early adopt ASU 2014-08 effective May 1, 2014. As a result of the adoption of this standard, the classification of a disposal made in fiscal 2015 that did not represent a strategic shift in our direction or have a major impact on our financial position or results of operations was not reported as a discontinued operation.

Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from contracts with customers" ("ASU 2014-09"). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Entities have the option of using either a full retrospective or modified approach to adopt the guidance. In July 2015, the FASB decided on a one-year delay in the effective date of ASU 2014-09, to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and a permission to early adopt for interim and annual periods beginning after December 15, 2016. We are currently evaluating the impact of adopting ASU 2014-09.

Going Concern —In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"), which requires management to evaluate whether there are conditions or events that raise substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

Debt Issuance Costs —In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03") which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015. Early adoption is permitted and upon adoption, the guidance must be applied retroactively to all periods presented in the financial statements. Management has early adopted the standard and retroactively applied to all periods presented in the financial statements. The adoption of this standard did not materially impact our financial position, results of operations, or cash flows.

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Business Combinations —In September 2015, the FASB issued ASU No. 2015-16, "Simplifying the accounting for measurement-period adjustments" ("ASU 2015-16"). The amended guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments are effective prospectively for the fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015 (early adoption were permitted only for financial statements that have not been issued). Management has early adopted the standard. The adoption of this standard did not materially impact our financial position, results of operations, or cash flows.

Non-GAAP Financial Measures

Adjusted EBITDA

The following is a reconciliation of our net income (loss) to Adjusted EBITDA for the three months ended July 31, 2015 and 2014, the fiscal year ended April 30, 2015, the one month ended April 30, 2014, the eleven months ended March 31, 2014 and the fiscal year ended April 30, 2013, as well as the calculation of Adjusted EBITDA for the full year ended April 30, 2014. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See "Prospectus Summary—Summary Financial and Other Data" for how we define and calculate Adjusted EBITDA and Adjusted EBITDA margin as non-GAAP measures and a description of why we believe these measures are important.

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The following is a reconciliation of our net income (loss) to Adjusted EBITDA:

	Successor												Predecessor

	Three Months Ended July 31, 2015			Three Months Ended July 31, 2014			Fiscal Year Ended April 30, 2015			One Month Ended April 30, 2014			Eleven Months Ended March 31, 2014			Fiscal Year Ended April 30, 2013



	(in thousands)
Net income (loss)	$	2,786		$	(6,073	)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)
Interest expense		9,257			9,137			36,396			2,954			4,226			4,413
Change in fair value of mandatorily redeemable shares		—			—			—			—			200,004			198,212
Interest income		(230	)		(305	)		(1,010	)		(76	)		(846	)		(798	)
Income tax expense (benefit)		3,080			(714	)		(4,526	)		(6,863	)		6,623			11,534
Depreciation expense		7,273			9,284			32,208			3,818			12,224			11,665
Amortization expense		8,792			7,560			31,957			2,518			38			72

EBITDA	$	30,958		$	18,889		$	81,228		$	(16,602	)	$	21,408		$	42,471

Executive compensation(a)	$	—		$	—		$	—		$	20		$	2,427		$	13,420
Stock appreciation rights expense(b)		594			451			2,268			80			1,288			1,061
Redeemable noncontrolling interests(c)		554			455			1,859			71			2,957			2,195
Equity-based compensation(d)		498			1,864			6,455			1			27			82
Acquisition related costs(e)		—			492			837			16,155			51,809			230
Severance and other costs for discontinued operations and closed branches(f)		557			—			413			—			—			(30	)
Transaction costs (acquisitions and other)(g)		415			—			1,891			—			—			—
(Gain) loss on disposal of assets		(25	)		450			1,089			170			(1,034	)		(2,231	)
Management fee to related party(h)		562			562			2,250			188			—			—
Effects of fair value adjustments to inventory(i)		—			4,486			5,012			8,289			—			—
Interest rate swap and cap mark-to-market(j)		—			—			2,494			—			(192	)		313
Contributions from acquisitions(k)		—			2,636			8,064

Adjusted EBITDA	$	34,113		$	30,285		$	113,860		$	8,372		$	78,690		$	57,511

(a): Represents compensation paid to certain executives who were majority owners prior to the Acquisition. Following the Acquisition, these executives' compensation agreements were amended and, going forward, we do not anticipate additional adjustments.
(b): Represents non-cash compensation expenses related to stock appreciation rights agreements. For additional details regarding stock appreciation rights, refer to "—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(c): Represents non-cash compensation expense related to changes in the redemption values of noncontrolling interests. For additional details regarding redeemable noncontrolling interests of our subsidiaries, refer to "—Critical Accounting Policies—Subsidiary Equity-Based Deferred Compensation Arrangements."
(d): Represents non-cash equity-based compensation expense related to the issuance of stock options.
(e): Represents non-recurring expenses related specifically to the Acquisition, including fees to financial advisors, accountants, attorneys and other professionals as well as costs related to the retirement of corporate stock appreciation rights. Also included are one-time bonuses paid to certain employees in connection with the Acquisition.
(f): Represents severance expenses and other costs related to discontinued operations and closed branches.

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(g): Represents one-time costs related to this offering and acquisitions (other than the Acquisition) paid to third party advisors.
(h): Represents management fees paid by us to our Sponsor. After this offering, our Sponsor will no longer receive management fees from us.
(i): Represents the non-cash cost of sales impact of purchase accounting adjustments to increase inventory to its estimated fair value, primarily related to the Acquisition.
(j): Represents the mark-to-market adjustments for certain financial instruments.
(k): Represents earnings of acquired entities from the beginning of the periods presented to the date of such acquisition, as well as certain purchasing synergies and cost savings, as defined in and permitted by the ABL Facility and the Term Loan Facilities. Contributions from acquisitions are only reflected for fiscal 2015 and the three months ended July 31, 2014.

The following is the calculation of Adjusted EBITDA for the full year ended April 30, 2014. As discussed above, the change in basis resulting from the Acquisition did not impact Adjusted EBITDA. Although this presentation of Adjusted EBITDA on a combined basis is not a presentation made in accordance with GAAP, we believe it provides a meaningful method of comparison to the other periods presented in this prospectus.

(in thousands)	Adjusted EBITDA

Eleven Months Ended March 31, 2014	$	78,690
One Month Ended April 30, 2014		8,372

Full Year Ended April 30, 2014	$	87,062

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BUSINESS

Our Company

We are the leading North American distributor of wallboard and suspended ceilings systems. Our product offering of wallboard, suspended ceilings systems, or ceilings, and complementary interior construction products is designed to provide a comprehensive solution for our core customer, the interior contractor who installs these products in commercial and residential buildings. Over time, we have increased our market share in the distribution of wallboard and ceilings, which management currently estimates is 11% for wallboard, based on volume produced in the United States and Canada, and 14% for ceilings, based on sales dollars in North America.

Since our predecessor company was founded in 1971, we have sought to aggressively grow the business by capturing market share, opening new branches and acquiring other businesses. We completed our first acquisition in 1972 and proceeded to scale our business through a series of small acquisitions and new branch openings in the years thereafter. By 2000, we had acquired Metro Building Supply and GTS, two large regional distribution operations with strong positions in their markets. These acquisitions enabled us to establish a truly national platform and begin to realize the benefits of national scale. During the 2008 to 2009 financial crisis, construction markets declined to unprecedented levels in the post-World War II era. During this period, we proactively right-sized our Company. We consolidated back office functions, eliminated non-critical positions, closed underperforming branches and drove efficiencies in our core distribution operation. Because of our financial strength during the downturn, we were able to retain our key people, continue to take market share and emerge from the recession as a stronger company. As the construction markets have begun to recover, we have continued our aggressive growth strategy, completing eight acquisitions, constituting 13 branches, since the beginning of full year 2014.

We serve as a critical link between our suppliers and our highly fragmented customer base of over 20,000 contractors. Based on wallboard's unique product attributes and delivery requirements, distributing wallboard requires a higher degree of logistics and service expertise than most other building products. Wallboard has a high weight-to-value ratio, is easily damaged, cannot be left outside and often must be delivered to a job site before or after normal business hours. Due to the weight of the product, we are often required to deliver wallboard to the specific room where it will be installed. For example, we can place the precise amount and type of wallboard necessary for a second story room of a new building through the second story window using a specialized truck with an articulating boom loader. To do this effectively, we need to load the truck at the branch so that the precise amount and type of wallboard for each room of the building can be off-loaded by the articulating boom loader in the right sequence. Our sales, dispatch and delivery teams then coordinate an often complicated, customized delivery plan to ensure that our delivery schedule matches the customer's job site schedule, that deliveries are made with regard to the specific challenges of a customer's job site, that no damage occurs to the customer's property and, most importantly, that proper safety procedures are followed at all times. Often this requires us to send an employee to a jobsite before the delivery is made to document the specific requirements and safety considerations of a particular location. Given the logistical intensity of this process and the premium contractors place on distributors delivering the right product, at the right time, in the right place, we are able to differentiate ourselves based on service and can generate attractive gross profit margins. In addition to executing a logistics-intensive service, for all of our products we facilitate purchasing relationships between suppliers and our highly fragmented customer base by transferring technical product knowledge, educating contractors on proper installation techniques for new products, ensuring local product availability and extending trade credit.

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interior construction products. We believe this focus enables us to provide superior service and product expertise to our customers. In addition, our operating model combines a national platform with a local go-to-market strategy through over 155 branches across the country. We believe this combination enables us to generate economies of scale while maintaining the high service levels, entrepreneurial culture and customer intimacy of a local business. In order to tailor its products and services to meet the needs of its local market, each of our branches operates with a significant amount of autonomy within the parameters of our overall business model. Branch managers are responsible for sales, pricing and staffing activities, and have full operational control of customer service and deliveries. They are compensated in part based on the profit they are able to achieve, which aligns their incentives with our financial goals. We believe our experienced, locally-focused teams, and our ability to develop, motivate and incentivize them, are key to our success. Through our Yard Support Center, which includes over 120 employees at our corporate office in Atlanta, we support our branches with various back office functions including accounting, IT, legal, safety, human resources, marketing and risk management. We also use our Yard Support Center to generate purchasing efficiencies and share best practices across our branch network.

We have grown our Company and developed our distinctive culture under strong, consistent leadership. Our senior management team has been with us for an average of 22 years. We have been able to retain top talent and incentivize managers through our entrepreneurial culture and broad-based equity ownership. Prior to this offering 71 of our employees own approximately 31% of our common stock, including vested options. Together with our strong base of experienced operators, our management team has grown our Company from a single site location to the market leader we are today.

Our Industry

The table below provides an overview of the supply chain in our industry, which illustrates management's estimate of the share of the supply channel that is represented by specialty distributors.

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Supply Chain Overview

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The main drivers for our products are commercial new construction, commercial R&R, residential new construction and residential R&R. Commercial new construction and residential new construction have historically been cyclical, while the commercial R&R and residential R&R drivers of our business have historically been more stable. We believe all four end markets have begun an extended period of expansion following a deep and prolonged downturn. Throughout most of the post-World War II era, the commercial construction cycle has typically lagged the residential construction cycle by approximately 12 to 24 months. We believe this lag, along with our balanced exposure to all four end markets and the more stable nature of the R&R markets, helps mitigate a portion of the cyclicality in our individual end markets and leads to lower volatility in our earnings than less diversified, more cyclical building products companies.

Source: U.S. Census Bureau and Dodge Data & Analytics.

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Commercial

Our addressable commercial construction market is composed of a variety of commercial and institutional sub-segments with varying demand drivers. Our commercial markets include offices, hotels, retail stores and other commercial buildings, while our institutional markets include educational facilities, healthcare facilities, government buildings and other institutional facilities. The principal demand drivers across these markets include the overall economic outlook, the general business cycle, government spending, vacancy rates, employment trends, interest rates, availability of credit and demographic trends. Given the extreme depth of the last recession, despite the growth to date, activity in the commercial construction market remains well below average historical levels. According to Dodge Data & Analytics, new commercial construction square footage put in place was 973 million square feet during the 2014 calendar year, which is an increase of 43% from 680 million square feet during the 2010 calendar year. However, new commercial construction square footage put in place of 973 million square feet in 2014 would have needed to increase by 31% in order to achieve the historical market average of 1.3 billion square feet annually since 1970. We believe this represents a significant opportunity for growth as activity continues to improve.

New Commercial Construction Square Footage Put in Place

Peak(1)	1,666	973	693	71.1	%
Long-Term Average(2)	1,279	973	306	31.4	%
Average Cyclical Low(3)	1,108	973	135	13.9	%

(1): Prior peak occurred in 2007.
(2): Average since 1970.
(3): Prior downturn troughs include 1970, 1975, 1982, 1992 and 2003.

Source: Dodge Data & Analytics.

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Residential

Housing Starts

Peak(1)	2,068	1,003	1,065	106.1	%
Long-Term Average(2)	1,457	1,003	454	45.3	%
Average Cyclical Low(3)	1,079	1,003	76	7.5	%

(1): Prior peak occurred in 2005.
(2): Average housing starts since 1970.
(3): Prior downturn troughs include 1975, 1982 and 1991.

Source: U.S. Census Bureau.

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Source: U.S. Census Bureau.

Note: Dollars adjusted for inflation based on Consumer Price Index data provided by the U.S. Department of Labor, Bureau of Labor Statistics.

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Our Strengths

We believe that the following competitive strengths will drive our future growth:

•: advantageous purchasing and sourcing, such as exclusive supplier relationships in many markets;
•: significant flexibility to efficiently and economically serve a broad range of customers, ranging from local specialty contractors to large production home builders, across their span of operations; and
•: substantial financial and human resources to invest in developing our employees and maintaining our market-leading fleet and infrastructure.

•: Customers . We believe we offer superior services and solutions due to our comprehensive product offering, local market knowledge, product expertise and the quality of our service. We deliver products to job sites in a precise, safe and timely manner with around-the-clock support from our dedicated local teams.
•: Suppliers . We provide a trusted professional partnership, resources for investment in growth and differentiated market access through our national reach. As a result, we have become a significant customer for our top suppliers, which enables us to obtain both competitive pricing and access to product in times of tight supply.
•: Employees . We provide our employees with an entrepreneurial culture, a safe work environment, attractive compensation, financial incentives and career development opportunities.
•: Acquisition candidates . We provide smaller distributors whose owners may be seeking liquidity with the opportunity to continue to operate their business in an entrepreneurial manner while relieving them of the risks and burdens associated with owning a small business. We also offer these owners scale advantages, resources for future growth and an attractive culture and platform for their employees.

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systems and shared best practices across our branch network, while still tailoring our service and product offering to the local preferences of each market. By retaining local brands and substantial autonomy in our branches, we are able to leverage local relationships and generate strong customer loyalty. In addition, we believe the inherent diversity in our model across customers, geographies and end markets offers lower volatility and less cyclicality than less diversified distributors in the building materials industry. We have low customer concentration with our largest customer representing less than 3% of our sales in fiscal 2015; we have geographic diversity with operations in 36 states; and based on certain assumptions by management as to the application of our products and our end markets, we believe that we have a balanced mix of business between the commercial and residential markets as well as between the new construction and R&R markets.

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GMS Wallboard Market Share

Source: Gypsum Association and Company data.

(1): Includes the wallboard volume from entities acquired in fiscal 2015 assuming that the entities were acquired on January 1, 2014.
(2): Represents the wallboard production volume of U.S. manufacturing facilities, some of which is sold into Canada.

Our Strategy

Our objective is to strengthen our competitive position, achieve above-market rates of profitable growth and increase stockholder value through the following key strategies:

Continue to invest in our employees, assets and infrastructure. We believe our above market growth is driven by the quality of our employees and our ability to continuously develop outstanding talent. Each year we target graduates from premier universities to enter our training program and spend considerable time and resources training them across all major functions of our operations. In addition to recruiting and training new talent, we have developed an extensive management training program for existing, high potential employees which is focused on developing sales capabilities, financial acumen and operational and safety expertise. While these programs represent a considerable investment, we believe they are critical to supporting our growth strategy by providing managers for new branches and increasing the overall capacity of our management team. Many of our former trainees have been promoted to run branches, regions and even divisions throughout our Company. We also believe the size and growth of our Company provide our employees with superior career opportunities than many of our competitors, which further enables us to recruit and retain top talent. To ensure that we support our employees with the best equipment, systems and infrastructure, we also continue to invest in other key areas of our business. We have a young and well maintained fleet of trucks and delivery equipment and have also made significant investments in our IT infrastructure and continuously improve our IT capabilities.

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•: New branches . Our strategy for opening new branches is to further penetrate markets that are adjacent to our existing operations. Typically, we have pre-existing customer relationships in these markets but need a new location to fully capitalize on those relationships. Relative to our size and scale, the capital investment required to open a new facility is usually small, and the new branches we have opened over the past five years have typically generated attractive returns on invested capital within a few years. We believe our existing infrastructure is capable of supporting a much larger branch network, and we currently expect to open several new branches each year depending on market conditions.
•: Selective acquisitions . We will continue to selectively pursue tuck-in acquisitions and have a dedicated team of professionals to manage the process. Due to the large, highly fragmented nature of our market and our reputation throughout the industry, we believe we have the potential to access a robust acquisition pipeline that will continue to supplement our strong organic growth. We use a rigorous targeting process to identify acquisition candidates that will fit our culture and business model. As a result of our scale, purchasing power and ability to improve operations through implementing best practices, we believe we can achieve substantial synergies and drive earnings accretion from our acquisition strategy. We also believe that our successful track record in acquiring businesses provides a competitive advantage in the evaluation and integration of future acquisitions. We consistently strive to maintain an extensive and active acquisition pipeline and are often evaluating several acquisition opportunities at any given time.

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Products

We provide a comprehensive product offering for interior contractors. By carrying a full line of wallboard and ceilings along with steel framing and ancillary products, we are able to serve as a one-stop-shop for our customers.

Wallboard

Wallboard is one of the most widely used building products for interior and exterior walls and ceilings in residential and commercial structures due to its low cost, ease of installation and superior performance in providing comfort, fire resistance, thermal insulation, sound insulation, mold and moisture resistance, impact resistance, aesthetics and design elements. Wallboard is sold in panels of various dimensions, suited to various applications. These panels come in ¹ / 2 inch, ³ / 8 inch and ⁵ / 8 inch thicknesses, with varying lengths and widths designed to meet customers' needs for various applications. Panels with greater thickness provide increased durability and sound insulation. In commercial and institutional construction projects, architectural specifications and building codes provide requirements related to the thickness of the panels and, in some cases, other characteristics, including fire resistance. In addition, there are wallboard products that provide some additional value in use. These include lighter weight panels, panels with additional sound insulation, and panels coated to provide mold and moisture resistance. In addition to the interior wallboard products described above, exterior sheathing is a water-resistant wallboard product designed for attachment to exterior side-wall framing as an underlayment for various exterior siding materials. These panels are manufactured with a treated, water-resistant core faced with water-repellent paper on both face and back surfaces and long edges.

While highly visible and essential, wallboard typically comprises only 3% to 5% of a new home's total cost. Given its low price point relative to other materials, we believe that there is no economical substitute for wallboard in either residential or commercial applications. We believe wallboard demand is driven by a balanced mix of both residential and commercial new construction as well as R&R activity.

Ceilings

Our ceilings product line consists of suspended mineral fiber, soft fiber and metal ceiling systems primarily used in offices, hotels, hospitals, retail facilities, schools and a variety of other commercial and institutional buildings. The principal components of our ceiling systems are typically square mineral fiber tiles and the metal grid that holds the tile in place. The systems vary by acoustical performance characteristics, reflectivity, color, fire protection and aesthetic appeal. In addition to these systems, we have expanded our ceilings product offering to include architectural specialty ceilings. This product line consists of a variety of specialty shapes that provide a room with a unique visual effect as well as enhanced acoustical performance. As a result of the specified, often customized nature of these products, architectural specialty ceilings are a growing, high margin component of our product offering.

Our ceilings product line is almost exclusively sold into commercial and institutional applications. Because interior contractors who purchase ceilings frequently buy wallboard from the same distributor, carrying our ceilings product line helps increase our sales of wallboard and other complementary products, which are often delivered together with ceilings to the same worksite as part of a commercial package.

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In the ceilings market, brand is highly valued and often specified by the architect of a commercial building. Because of our strong market position, we have exclusive access to the leading ceilings brand in many of our local markets. Where we have exclusivity, these specifications help us drive sales of ceilings products as well as all of the complementary products we sell as part of our commercial package. In effect, our exclusivity on the leading ceiling tile brand creates a virtuous cycle which helps reinforce our market position in our other products. In addition, because ceiling tile systems differ in size, shape and aesthetic appeal between manufacturers, they are often replaced with the same brand for repair and remodeling projects. As a result, the leading brand's installed base of product generates built in demand for replacement product over time. Because we have exclusive access to that brand in certain markets, we benefit from these recurring sales.

Steel Framing

Our steel framing product line consists of steel track, studs and the various other steel products used to frame the interior walls of a commercial or institutional building. Typically the contractor who installs the steel framing also installs the wallboard, and the two products along with ceilings, insulation and other products are sold together as part of a commercial package. Nearly all of our steel framing products are sold for use in commercial buildings.

Other Products

In addition to our three main product lines, we supply our customers with complementary products, including insulation, ready-mix-joint compound and various other interior construction products. We also supply our customers with the ancillary products they need to complete the job including tools and safety products. We partner with leading branded vendors for many of these products and allow them to merchandise their products in our show rooms that are adjacent to many of our warehouses.

Customers and Suppliers

Customers

Our diverse customer base consists of more than 20,000 contractors as well as home builders. We maintain local relationships with our contractors through our network of branches and our extensive salesforce. We also serve our large homebuilder customers through our local branches, but are able to coordinate the relationship on a national basis through our Yard Support Center. Our ability to serve multi-regional homebuilders across their footprint provides value to them and differentiates us from most of our competitors. During fiscal 2015, our single largest customer accounted for 3% of our net sales and our top ten customers accounted for 11%.

Suppliers

Our leading market position, national footprint and superior service capabilities has allowed us to develop strong relationships with our suppliers. We maintain exceptional, long-term relationships with all seven major North American wallboard manufacturers, as well as the three major ceilings manufacturers: Armstrong, CertainTeed and USG. Because we account for a meaningful portion of their volumes and provide them with an extensive salesforce to market their products, we are viewed by our suppliers as a key channel partner. We believe this position provides us with advantaged procurement.

Sales and Marketing

Our sales and marketing strategy is to provide a comprehensive set of high-quality products and superior services to contractors and builders reliably, safely, accurately and on-time. We have a highly

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experienced sales force of more than 500 people who manage our customer relationships and grow our customer base. We have strategies to increase our customer base at both the corporate and local branch levels, which employ sales strategies to drive and grow strong relationships with our customers, whether they serve a small local market, or a national footprint. We believe that the experience and expertise of our salesforce differentiates us from our competition particularly in the commercial market, which requires a highly technical and specialized product knowledge and a sophisticated delivery plan.

Employees

As of July 31, 2015, we had approximately 3,200 employees, of which less than 3% were affiliated with labor unions. We believe that we have good relations with our employees. Additionally, we believe that the training provided through our development programs and our entrepreneurial, performance-based culture provides significant benefits to our employees.

Properties

Facilities

Our corporate headquarters is in Tucker, Georgia. In addition, we have one leased sales office in Atlanta, Georgia and one owned office in Riverview, Florida. In addition, we are holding seven of our owned properties for sale, with five in the Atlanta, Georgia metropolitan area, one in Winston-Salem, North Carolina and one in Austin, Texas. We operate our business through 156 branches, across 36 states and the District of Columbia. The covered square footage of our warehouses is equal to an aggregate of approximately 5.5 million square feet. As of July 31, 2015, we owned 77 of our facilities, some of which were used as collateral to secure the Term Loan Facilities. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear.

As of July 31, 2015, we operated 156 branches, a few with multiple facilities, located in the following locations:

Location		Location

Alabama	5	Montana	2
Alaska	1	Nebraska	2
Arizona	1	Nevada	1
Arkansas	3	New Jersey	2
California	4	New Mexico	5
Colorado	6	North Carolina	9
Delaware	2	North Dakota	3
District of Columbia	1	Oklahoma	2
Florida	9	Oregon	4
Georgia	16	South Carolina	9
Hawaii	1	South Dakota	1
Idaho	3	Tennessee	4
Iowa	1	Texas	14
Kansas	1	Virginia	12
Kentucky	3	Washington	9
Louisiana	1	West Virginia	1
Maryland	6	Wisconsin	1
Minnesota	5	Wyoming	1

Missouri	5	Total	156

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Fleet

We maintain a dedicated fleet of approximately 2,000 leased and owned pieces of equipment, including approximately 500 trucks with articulating boom loaders and nearly 300 flatbed trucks. Our fleet can be transferred across our branch network based upon changes in demand. Our leased fleet currently accounts for roughly 35% of total vehicles, with the remaining 65% being owned.

Competition

We compete against other specialty distributors as well as big box retailers and lumberyards. Among specialty distributors, we compete against a small number of large distributors and many small, local, privately-owned distributors. Our largest competitors include: Allied Building Products (a subsidiary of CRH plc), Foundation Building Materials, L&W Supply (a subsidiary of USG) and Winroc (a subsidiary of Superior Plus). However, we believe smaller, regional or local competitors still comprise approximately more than half of the North American specialty distribution market. The principal competitive factors in our business include, but are not limited to, availability of materials and supplies; technical product knowledge and expertise; advisory or other service capabilities; delivery capabilities; pricing of products; and availability of credit.

Seasonality

In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been slightly higher in the first and second quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may be impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.

Government Regulations

While we are not engaged in a "regulated industry," we are subject to various federal, state and local government regulations applicable to the business generally in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, work place safety, transportation, zoning and fire codes. We strive to operate each of our branches in accordance with applicable laws, codes and regulations. We believe we are in compliance in all material respects with existing applicable environmental laws and regulations and our employment, workplace health and workplace safety practices.

Our operations in domestic interstate commerce are subject to the regulatory jurisdiction of the DOT, which has broad administrative powers with respect to our transportation operations. We are subject to safety requirements governing interstate operations prescribed by the DOT. Vehicle dimension and driver hours of service also are subject to both federal and state regulation. See "Risk Factors—Risks Related to Our Business and Industry—Federal, state, local and other regulations could impose substantial costs and restrictions on our operations that would reduce our net income." Our operations are also subject to the regulatory jurisdiction of OSHA, which has broad administrative powers with respect to workplace and jobsite safety.

Litigation and Legal Proceedings

From time to time, we are involved in lawsuits that are brought against us in the normal course of business. We are not currently a party to any legal proceedings that would be expected, either individually or in the aggregate, to have a material adverse effect on our business or financial condition.

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The building materials industry has been subject to personal injury and property damage claims arising from alleged exposure to raw materials contained in building products as well as claims for incidents of catastrophic loss, such as building fires. As a distributor of building materials, we face an inherent risk of exposure to product liability claims in the event that the use of the products we have distributed in the past or may in the future distribute is alleged to have resulted in economic loss, personal injury or property damage or violated environmental, health or safety or other laws. Such product liability claims have included and may in the future include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. In particular, certain of our subsidiaries have been the subject of claims related to alleged exposure to asbestos-containing products they distributed prior to 1979, which have not materially impacted our financial condition or operating results. Since 2002, approximately 930 asbestos-related personal injury lawsuits have been brought and we vigorously defend against them. Of these, 828 have been dismissed without any payment by us, 20 are on deferred or inactive court dockets, 67 are pending and only 5 have been settled. In total, we have paid an aggregate of less than $300,000 in connection with these settlements. See "Risk Factors—Risks Related to Our Business and Industry—We are exposed to product liability, warranty, casualty, construction defect, contract, tort, employment and other claims and legal proceedings related to our business, the products we distribute, the services we provide and services provided for us by third parties."

Intellectual Property

We own United States trademark registrations for approximately 20 trademarks that we use in our business. Generally, registered trademarks have a perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain these trademark registrations so long as they remain valuable to our business. Other than certain of our local brands, the retention of which we believe helps maintain customer loyalty, we do not believe our business is dependent to a material degree on trademarks, patents, copyrights or trade secrets. In addition, other than commercially available software licenses, we do not believe that any of our licenses for third-party intellectual property are material to our business, taken as a whole.

Environmental, Health and Safety

We are subject to various federal, state and local environmental, health and safety laws and regulations, including laws and regulations governing the investigation and cleanup of contaminated properties, air emissions, water discharges, waste management and disposal, product safety and workplace health and safety. These laws and regulations impose a variety of requirements and restrictions on our operations and the products we distribute. The failure by us to comply with these laws and regulations could result in fines, penalties, enforcement actions, third party claims, damage to property or natural resources and personal injury, requirements to investigate or cleanup property or to pay for the costs of investigation or cleanup, or regulatory or judicial orders requiring corrective measures, including the installation of pollution control equipment or remedial actions and could negatively impact our reputation with customers. Environmental, health and safety laws and regulations applicable to our business, the products we distribute and the business of our customers, and the interpretation or enforcement of these laws and regulations, are constantly evolving and it is impossible to predict accurately the effect that changes in these laws and regulations, or their interpretation or enforcement, may have upon our business, financial condition or results of operations. Should environmental, health and safety laws and regulations, or their interpretation or enforcement, become more stringent, our costs, or the costs of our customers, could increase, which may have an adverse effect on our business, financial position, results of operations or cash flows.

Under certain laws and regulations, such as the U.S. federal Superfund law or its state equivalents, the obligation to investigate, remediate, monitor and clean up contamination at a facility may be

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imposed on current and former owners, lessees or operators or on persons who may have sent waste to that facility for disposal. Liability under these laws and regulations may be imposed without regard to fault or to the legality of the activities giving rise to the contamination. Moreover, we may incur liabilities in connection with environmental conditions currently unknown to us relating to our prior, existing or future owned or leased sites or operations or those of predecessor companies whose liabilities we may have assumed or acquired.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors, including their ages as of September 30, 2015. With respect to our directors, each biography contains information regarding the person's service as a director, business experience, director positions held currently or at any time during the past five years, information regarding involvement in certain legal or administrative proceedings, and the experience, qualifications, attributes or skills that caused our board of directors to determine that the person should serve as a director of our Company.

Name	Age	Position

Executive Officers
Richard K. Mueller	74	Chairman of the Board
G. Michael Callahan, Jr.	61	President, Chief Executive Officer and Director
H. Douglas Goforth	52	Vice President, Chief Financial Officer and Treasurer
Richard Alan Adams	55	Vice President and Chief Accounting Officer
Craig D. Apolinsky	48	Vice President, General Counsel and Corporate Secretary
Non-Employee Directors
Peter C. Browning	73	Director
Justin de La Chapelle	35	Director
John J. Gavin	59	Director
Theron I. Gilliam	50	Director
Brian R. Hoesterey	47	Director
Ronald R. Ross	63	Director
J. Louis Sharpe	41	Director
J. David Smith	66	Director

Richard K. Mueller, the Chairman of our board of directors, co-founded our Company in 1971. Mr. Mueller served as our Chief Executive Officer from 1990 until May 2015, and as our President from 1990 until 2013. Mr. Mueller is responsible for long-term strategic direction and establishing relationships with suppliers, financial institutions, professional organizations and strategic acquisitions. Prior to these roles with us, Mr. Mueller was a sales representative for USG. Mr. Mueller earned a B.S. in Physical Education and an M.S. in Education from the University of Illinois. Mr. Mueller was selected as Chairman of our board of directors because of his leadership, significant experience as our Chief Executive Officer and his expertise in our industry.

G. Michael Callahan, Jr., our President, Chief Executive Officer and member of our board of directors, joined us in 1993. Mr. Callahan has served as our Chief Executive Officer since May 2015 and as our President since 2013. Mr. Callahan directs all corporate and administrative staff and coordinates acquisitions and expansions as well as all legal, banking, real estate and credit relationships. From 1993 to 2013, Mr. Callahan served as our Vice President of Finance and Chief Financial Officer. Prior to joining us, from 1974 to 1993, Mr. Callahan served as a Senior Vice President and Group Manager at C&S National Bank and Nations Bank. Mr. Callahan earned a B.A. in Economics from Georgia State University. Mr. Callahan was selected to serve on our board of directors because of the perspective, experience and the operational expertise in our business that he has developed as our Chief Financial Officer, Chief Executive Officer and President.

H. Douglas Goforth, our Vice President, Chief Financial Officer and Treasurer, joined us in 2014. Prior to joining us, Mr. Goforth served as a Senior Vice President, Chief Financial Officer and

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Treasurer at BlueLinx Holdings Inc., or BlueLinx, from February 2008 until June 2014. From November 2006 until February 2008, Mr. Goforth served as Vice President and Corporate Controller for Armor Holdings Inc., which was acquired by BAE Systems in July 2007. Previously he served as Corporate Controller for BlueLinx from May 2004 until October 2006, where he played a key role in BlueLinx's initial public offering. From 2002 until 2004 he served as Controller for BlueLinx (formerly Georgia-Pacific, Building Products Distribution Division). Mr. Goforth has over 25 years of combined accounting, finance, treasury, acquisition and management experience with leading distribution and manufacturing companies including Mitsubishi Wireless Communications, Inc., Yamaha Motor Manufacturing, Inc. and Ingersoll-Rand. Mr. Goforth is a North Carolina State Board Certified Public Accountant and earned a B.S. in Accounting from Mars Hill College in North Carolina.

Richard Alan Adams, our Vice President and Chief Accounting Officer, joined us in 1996 and has served as our Vice President and Chief Accounting Officer since August 2014. Mr. Adams served as our Subsidiary Accounting Manager from March 1996 to May 2000, as our Controller from May 2000 to November 2013, and Chief Financial Officer from November 2013 to August 2014. Prior to joining us, Mr. Adams held various positions with Colonial Pipeline Company. Mr. Adams is a Certified Public Accountant in the State of Georgia and earned a B.B.A. from Emory University and a Masters of Taxation degree from Georgia State University.

Craig D. Apolinsky, our Vice President, General Counsel and Corporate Secretary, joined us in July 2015. Prior to joining us, Mr. Apolinsky was a corporate and mergers and acquisitions attorney with the law firm of Taylor English Duma LLP from December 2014 until July 2015. From September 2008 until May 2014, Mr. Apolinsky served as Executive Vice President, General Counsel and Corporate Secretary for Alere Health, LLC. Previously he served as Senior Vice President, General Counsel and Corporate Secretary for Merge Healthcare Incorporated from April 2007 until August 2008. From 2005 until 2007 he worked for Gold Kist Inc., most recently serving as its Deputy General Counsel and Assistant Secretary. Prior to joining Gold Kist in 2007, Mr. Apolinsky was a partner at Alston & Bird LLP, where he practiced in the areas of corporate, securities and mergers and acquisitions for eleven years. Mr. Apolinsky received his law degree from the University of Texas at Austin School of Law and his undergraduate degree from the University of Virginia.

Peter C. Browning has been a member of our board of directors since 2014 and has served as the Managing Director of Peter C. Browning & Partners, LLC, a board advisory consulting firm, since 2009. Mr. Browning served as Lead Director of Nucor Corporation, or Nucor, from 2006 to 2012, and as Non-Executive Chairman of Nucor from 2000 to 2006. Mr. Browning was the Dean of the McColl Graduate School of Business at Queens University of Charlotte, North Carolina, from 2002 to 2005. From 1998 to 2000, Mr. Browning was President and Chief Executive Officer, from 1996 to 1998, President and Chief Operating Officer, and from 1993 to 1996, Executive Vice President, of Sonoco Products Company, a manufacturer of industrial and consumer packaging products. Before joining Sonoco, from 1990 to 1993, Mr. Browning was Chairman, President and Chief Executive Officer of National Gypsum, a manufacturer and supplier of building and construction products. Mr. Browning currently serves on the boards of directors of Acuity Brands, Inc. and ScanSource, Inc., and previously was a director of Wachovia Corporation until 2008, the Phoenix Companies, Inc. until 2009, Lowe's Companies, Inc. until 2014 and EnPro Industries, Inc. until 2015. Mr. Browning earned a B.A. in History from Colgate University and a M.B.A. from the University of Chicago. Mr. Browning was selected to serve on our board of directors because he possesses particular knowledge of our industry and has leadership experience with other major corporations.

Justin de La Chapelle has been a member of our board of directors since 2014 and serves as Principal at AEA. Mr. de La Chapelle joined AEA in 2006 and focuses on AEA's investments in the Value-Added Industrial Products and Services sectors. Mr. de La Chapelle was involved in AEA's investments in Henry Company, SRS Distribution Inc., or SRS, Behavioral Interventions Inc., RelaDyne, Inc., and of our subsidiary, Gypsum Management and Supply, Inc. Prior to joining AEA,

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Mr. de La Chapelle worked at Brera Capital Partners, a global private equity firm based in New York. Prior to Brera Capital Partners, he worked at Banc of America Securities in both the mergers and acquisitions group and the leveraged acquisition finance group. Mr. de La Chapelle earned a B.A. in English and Mathematics, cum laude , from Georgetown University. Mr. de La Chapelle was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

John J. Gavin has been a member of our board of directors since 2014. Mr. Gavin serves as a Senior Operating Advisor with LLR Partners, a growth-oriented private equity firm. Prior to LLR Partners, Mr. Gavin was Vice Chairman, Chief Executive Officer and President of Drake, Beam, Morin, Inc., or DBM, an international career management and transitions management firm. Before DBM, Mr. Gavin served as President and Chief Operating Officer of Right Management Consultants, Inc., a global provider of integrated consulting solutions across the employment lifecycle. Mr. Gavin was employed from 1979 to 1996 and also served as a partner at Andersen Worldwide Société Coopérative, or Andersen, from 1990 to 1996. Mr. Gavin currently serves on the boards of PSAV, Inc., CareerMinds Group, Inc., Strategic Distribution, Inc., and AmeriQuest Business Services, Inc. In the past, Mr. Gavin has also served on the boards of DFC Global Corp., Tribridge, Inc., Right Management Consultants, Inc., Opinion Research Corporation, Catholic Health East, DBM, Interline Brands, Inc., GCA Services Group, and CSS Industries, Inc. Mr. Gavin earned a B.B.A. in Accounting from Temple University. Mr. Gavin was selected to serve on our board of directors, and as the Chairman of our Audit Committee, because he possesses particular knowledge and experience in strategic planning and leadership of other major corporations and because of his experience as a Certified Public Accountant and former partner at Andersen.

Theron I. Gilliam has served as a director of our Company since 2014. Mr. Gilliam has served as Chief Executive Officer of NES Global Talent, a global solutions company specializing in recruiting and deploying engineering talent to meet client needs in more than 65 countries, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA, from November 2013 to November 2014. Prior to joining AEA, from March 2007 until July 2012, Mr. Gilliam was the CEO of Adecco Group North America, a multi-brand specialty staffing and workforce solutions company. Mr. Gilliam spent twenty years with PricewaterhouseCoopers LLP, or PwC, and then IBM Business Consulting Services when it acquired PwC Consulting in 2002. Mr. Gilliam led the global supply chain management consulting services business, as well as the Americas consumer, wholesale distribution and software industry practices. Mr. Gilliam is an independent director for Lennar Corporation, one of the nation's leading homebuilders and a public company listed on the NYSE. Mr. Gilliam is also an independent director for Work Market, Inc., a technology and marketplace platform for enterprises to manage external labor. Mr. Gilliam earned a B.S. in Systems Engineering from the University of Virginia, School of Engineering and Applied Sciences and a M.B.A. from Columbia University. Mr. Gilliam was selected to serve on our board of directors because of his expertise in matters related to supply chain management and human resources.

Brian R. Hoesterey has served as a director of our Company since 2014. Mr. Hoesterey is a Partner with AEA, which he joined in 1999, where he focuses on investments in the specialty chemicals and value-added industrial products sectors. Prior to joining AEA, Mr. Hoesterey was with BT Capital Partners, the private equity investment vehicle of Bankers Trust. Mr. Hoesterey has also previously worked for McKinsey & Co. and the investment banking division of Morgan Stanley. Mr. Hoesterey is currently a director of At Home Group Inc., Evoqua, and Swanson Industries. Mr. Hoesterey was previously on the board of CPG International, Houghton, SRS, Henry Company, Unifrax, Pregis and Noveon. Mr. Hoesterey currently serves on the Oversight Committee for Patagonia Sur, a for-profit venture that invests in, protects and enhances scenically remarkable and ecologically valuable properties in Chilean Patagonia. Mr. Hoesterey earned a B.B.A. in Accounting, summa cum laude, from Texas Christian University and received a M.B.A., with honors, from The Harvard Business School.

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Mr. Hoesterey was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

Ronald R. Ross has served as a member of our board of directors since 2014. Mr. Ross is currently the Chairman and CEO of SRS, one of the largest roofing distributors in the U.S. For more than the last 24 years, Mr. Ross has served as either the Chief Executive Officer, Chairman, or as a member of the board of directors for several leading platforms in the building products distribution industry. Prior to joining SRS, Mr. Ross partnered with Brazos Private Equity Partners in 2002 to acquire Shelter Distribution, Inc., or Shelter, where he served as President and Chief Executive Officer. After growing Shelter's revenue and completing multiple acquisitions, Mr. Ross assisted in the sale of Shelter to Beacon Roofing Supply in 2005. Prior to his time at Shelter, Mr. Ross served as interim Chief Executive Officer for MMI Products, Inc., a leading manufacturer and distributor of building products. From 1991 to 2000, Mr. Ross served first as President and Chief Executive Officer, and from 1994 as Chairman of the board of directors and as Chief Executive Officer of Cameron Ashley Building Products, a publicly traded building products distributor on the New York Stock Exchange. Mr. Ross has served on the board of directors of both the Builders Suppliers Corporation and the North American Building Materials Distributors Association, the leading building products distribution industry trade association. Mr. Ross received an M.B.A. from Pennsylvania State University as well as a B.S. from Husson College. Mr. Ross was selected to serve on our board of directors because he possesses particular knowledge and experience in strategic planning and leadership of other major corporations.

J. Louis Sharpe has served as a member of our board of directors since 2014. Mr. Sharpe joined AEA in 1998 as an Associate and became a Partner in 2010. Mr. Sharpe focuses on AEA's investments in the Specialty Chemicals and Value-Added Industrial Products sectors. Mr. Sharpe currently serves on the board of RelaDyne, Inc. Mr. Sharpe previously served on the boards of Henry Company and SRS. Prior to joining AEA, Mr. Sharpe was in the investment banking division of Morgan Stanley. Mr. Sharpe earned a B.A. in Economics from Yale University. Mr. Sharpe was selected to serve on our board of directors because he possesses particular knowledge and experience in corporate finance, strategic planning and investments.

J. David Smith has served as a member of our board of directors since 2014. Mr. Smith has been a member of the board of directors of Nortek, Inc., or Nortek, since February 2010 and was appointed to serve as the Chairman of the Nortek's board of directors in April 2012. Mr. Smith has also served as the Chairman of the board of directors at Siamons International, Inc. since 2008, and as a member of the board of directors of Commercial Metals Company since 2004, and DiversiTech, Inc. since 2010. Mr. Smith served as President of Alumax Fabricated Products, Inc. and as an officer of Alumax, Inc. from 1989 to 1996. Mr. Smith held the positions of Chief Executive Officer and President of Euramax International, Inc. beginning in 1996 and also served as the Chairman of its board of directors from 2002 until his retirement in 2008. Mr. Smith served as a director of both Houghton International Inc. and Air Distribution Technologies, Inc. until 2014. Mr. Smith has extensive operating and management experience in private and public international metals and building products companies. Mr. Smith received a B.A. from Gettysburg College. Mr. Smith was selected to serve on our board of directors because he possesses particular knowledge and experience in strategic planning and leadership of other major corporations.

Board Composition

Our board of directors currently consists of ten directors. Currently, each director is elected for a one-year term and serves until a successor is duly elected and qualified or until his or her death, resignation or removal. There are no family relationships between any of our directors or executive officers. Our executive officers are elected by and serve at the discretion of the board of directors.

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Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering provide that the authorized number of directors may be changed only by resolution of the board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering also provide that our directors may be removed only for cause, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon the closing of this offering, our board of directors will be divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. Upon the closing of this offering, the members of the classes will be divided as follows:

•: the Class I directors will be Messrs. Browning, Callahan and Gilliam, and their terms will expire at the annual meeting of stockholders to be held in 2016;
•: the Class II directors will be Messrs. Gavin, Ross and Smith, and their terms will expire at the annual meeting of stockholders to be held in 2017; and
•: the Class III directors will be Messrs. de La Chapelle, Hoesterey, Mueller and Sharpe, and their terms will expire at the annual meeting of stockholders to be held in 2018.

The classification of the board of directors may have the effect of delaying or preventing changes in control of our Company. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Leadership Structure of the Board of Directors

Our board of directors currently separates the roles of Chief Executive Officer and Chairman of the Board. These positions are currently held by G. Michael Callahan, Jr., as our Chief Executive Officer, and Richard K. Mueller, as the Chairman. We believe this leadership structure is appropriate for our Company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership and managing our business, while the Chairman of the Board provides guidance to the Chief Executive Officer, chairs board meetings, sets the agendas for meetings of our board of directors as well as provides information to the members of our board of directors in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman of the Board allows the Chairman to provide oversight of our management.

Director Independence and Controlled Company Exception

Our board of directors has affirmatively determined that Messrs. Browning, Gavin, Gilliam, Ross and Smith are independent directors under the rules of the New York Stock Exchange and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Mr. Callahan, our President and Chief Executive Officer, is not independent because of his position as an executive officer. Mr. Mueller, our Chairman of the Board is not independent because of his strategic responsibilities with our business. Our remaining directors, Messrs. de La Chapelle, Hoesterey and Sharpe, are not independent because of their affiliations with AEA. Certain affiliates of AEA, together with certain of our other stockholders, control a majority of the voting power of our outstanding common stock.

After completion of this offering, we expect that certain affiliates of AEA, together with certain of our other stockholders, will continue to control a majority of the voting power of our outstanding

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common stock. As a result, we expect to be a "controlled company" within the meaning of the New York Stock Exchange's corporate governance standards. Under these rules, a "controlled company" may elect not to comply with certain corporate governance standards, including:

•: the requirement that a majority of our board of directors consist of independent directors;
•: the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
•: the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Following this offering, we intend to utilize certain of these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See "Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are a "controlled company" within the meaning of the rules of the New York Stock Exchange and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements."

Committees of the Board of Directors

Upon the consummation of this offering, our board of directors will have three committees: the audit committee, the compensation committee and the nominating and corporate governance committee. From time to time, our board of directors may contemplate establishing other committees.

Audit Committee. The members of the audit committee are John J. Gavin, as Chairman, Justin de La Chapelle, Brian R. Hoesterey, Ronald R. Ross and J. Louis Sharpe. Rule 10A-3 of the Exchange Act requires us to have one independent audit committee member upon the listing of our common stock, a majority of independent directors on our audit committee within 90 days of the date of this prospectus and an audit committee composed entirely of independent directors within one year of the date of this prospectus. Mr. Gavin qualifies as our "audit committee financial expert" within the meaning of regulations adopted by the SEC. The audit committee recommends the annual appointment and reviews independence of auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions, and investigations into matters related to audit functions. The audit committee is also responsible for overseeing risk management on behalf of our board of directors. See "—Risk Oversight."

Compensation Committee. The members of the compensation committee are Brian R. Hoesterey, as Chairman, Peter C. Browning, Theron I. Gilliam, J. Louis Sharpe and J. David Smith. The principal responsibilities of the compensation committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements, and authorize our Company to enter into employment and other employee related agreements.

Nominating and Corporate Governance Committee. Upon the consummation of this offering, the members of the nominating and corporate governance committee will be , as Chairman, and . The nominating and corporate governance committee assists our board of directors in

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identifying individuals qualified to become board members, makes recommendations for nominees for committees and develops, recommends to the board of directors and reviews our corporate governance principles.

Risk Oversight

Our board of directors administers its risk oversight function primarily through the audit committee. To that end, our audit committee meets at least quarterly with our Chief Financial Officer and our independent auditors where it receives regular updates regarding our management's assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting. Our board of directors believes that its administration of risk management has not affected the board's leadership structure, as described above.

Code of Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct & Ethics. The Code of Business Conduct & Ethics will be available on our website at www.gms.com under Investor Relations. In the event that we amend or waive certain provisions of the Code of Business Conduct & Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of our compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) and of any other company.

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COMPENSATION DISCUSSION AND ANALYSIS

The discussion that follows describes the executive compensation program for fiscal 2015 for the executive officers listed below (our "NEOs"):

Name		Title

Richard K. Mueller		Chairman and Chief Executive Officer
H. Douglas Goforth		Chief Financial Officer
G. Michael Callahan, Jr.		President
Stephen K. Barker		Former Chief Operating Officer
Richard Alan Adams		Chief Accounting Officer & Former Chief Financial Officer

There have been changes in the composition of our management team that occurred following the end of fiscal 2015, which changes are described below in the section entitled "Fiscal 2016 Compensation Goals and Philosophy."

Background

Prior to the Acquisition, we operated as a closely-held, privately owned company. As such, all compensation programs through full year 2014 in which our NEOs participated, and all decisions made with regard to the compensation of our NEOs, were programs of, or decisions made by the founders, including Mr. Mueller (our "Chief Executive Officer"). In connection with the Acquisition, each of our NEOs (other than Mr. Goforth) entered into an employment agreement following individual negotiations with AEA (the "Employment Agreements"), which agreements generally set forth the material terms of the NEO's respective compensation package and which are described in greater detail below in the section entitled "Employment Agreements." AEA also adopted the 2014 GYP Holdings I Corp. Stock Option Plan (the "Option Plan") for purposes of providing management team members equity compensation following the Acquisition, and as part of its negotiations with the Company's management team, AEA established a pool under the Option Plan and negotiated the size of grants to be made thereunder to members of the management which included our NEOs (other than Mr. Goforth).

The Employment Agreements remained in place during fiscal 2015, and therefore, the compensation programs for our NEOs (other than Mr. Goforth) generally remained consistent with those in effect prior to the Acquisition. Mr. Goforth joined the Company as Chief Financial Officer in August 2014. As with our other NEOs, Mr. Goforth's compensation package for fiscal 2015 is set forth in his employment agreement (the "CFO Agreement"), but includes elements more consistent with those offered by public companies.

Following the Acquisition, the Compensation Committee has had and will continue to have the responsibility for reviewing the executive compensation arrangements in place for NEOs, and for structuring future compensation in a way that maximizes long-term Company growth and aligns the interest of our management team with our stockholders.

Notwithstanding the descriptions of the compensation programs in place for fiscal 2015 as described in this Compensation Discussion and Analysis, the Company has made significant changes to its compensation programs in anticipation of its initial public offering, which changes are described in the section below entitled "Fiscal 2016 Compensation Goals and Philosophy."

Compensation Philosophies and Objectives for Fiscal 2015

Our primary goal is to establish a compensation program that serves the long-term interests of the Company and our stockholders by aligning management's interests with that of our stockholders

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through pay for performance oriented cash compensation programs, equity ownership and by promoting the attainment of certain individual and corporate goals. Our fiscal 2015 executive compensation program was based on, but was not limited to, the following principles:

•: supporting a strong pay for performance orientation;
•: maintaining an entrepreneurial culture; and
•: aligning the interests of executives and shareholders.

Elements of Compensation

For fiscal 2015, compensation for our named executive officers generally consisted of five general components:

•: base salary;
•: annual performance-based cash awards;
•: long-term equity incentive compensation in the form of stock options;
•: an employee defined contribution plan; and
•: other perquisite and benefit programs.

The appropriate mix and amount of compensation for each NEO vary based on the level of the executive's responsibilities and, as discussed above, were generally established at the time of the Acquisition (for Mr. Goforth, at the time he commenced employment with the Company), with the material terms relating to cash compensation and short-term incentive compensation being set forth in the Employment Agreements (the CFO Agreement, for Mr. Goforth) and long-term equity compensation taking the form of options granted under the Option Plan. The Compensation Committee does not maintain any formal policy or formula for allocating the appropriate mix of compensation as it believes it is more important to remain flexible to respond to shifts in the marketplace in which the Company must compete to recruit and retain executive talent. Therefore, the Compensation Committee retains the authority to review our NEOs' compensation periodically and to use its discretion to adjust the mix of compensation and the amount of any element of compensation as it deems appropriate.

Base Salary

We believe that the provision of base salary plays an important role in attracting and retaining top executive talent by providing executives with a predictable level of income. Base salaries represent a fixed portion of our NEOs' compensation and vary by job responsibility. For fiscal 2015, base salaries were generally established at the time of the Acquisition (or commencement of employment for Mr. Goforth) and are set forth in the Executive Agreements or CFO Agreement, as applicable. It is expected that the Compensation Committee will review our NEOs' base salaries annually, though it may make periodic base salary adjustments in connection with a named executive officer's promotion, change in job responsibility, or when otherwise necessary for equitable reasons. In connection with its review and determination of base salaries, the Compensation Committee will consider market data, the level of the executive's compensation (individually and relative to the other executives), the level of the executive's performance and, for the base salaries for executives other than the chief executive officer, the recommendations of the chief executive officer. In respect of fiscal 2015, the Compensation Committee did not conduct a peer group analysis or benchmark in connection with its determination of base salaries. See the discussion in the section below entitled "Fiscal 2016 Compensation Goals and Philosophy" for a discussion of the peer group used in respect of fiscal 2016.

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The following table sets forth our NEOs' base salaries for fiscal 2015.

Named Executive Officer		Base Salary ($)

Richard K. Mueller(1)			1,000,000
H. Douglas Goforth			375,000
G. Michael Callahan, Jr.(2)			327,600
Stephen K. Barker(3)			327,000
Richard Alan Adams			236,200

(1): Mr. Mueller served as Chairman and Chief Executive Officer through April 30, 2015. He continues to serve as Chairman of the Board effective as of May 1, 2015.
(2): Mr. Callahan was named President and Chief Executive Officer effective May 1, 2015.
(3): Mr. Barker was no longer employed by the Company effective May 4, 2015. We are presenting his compensation package for 2015 as he was a named executive officer during fiscal 2015.

Annual Bonuses

The Company maintains the Corporate Bonus Plan (the "Bonus Plan") in order to drive the Company's annual performance by linking variable compensation payments to achievement of individual and Company performance. Cash bonuses under the Bonus Plan are designed to support our strategic business, promote the maximization of Company profitability and encourage teamwork. In fiscal 2015, each of our NEOs, other than Mr. Mueller, was eligible to earn an annual cash bonus under the Bonus Plan, subject to the conditions described below. For fiscal 2015, Mr. Mueller did not participate in the Bonus Plan but was awarded a discretionary bonus of $200,000 in recognition of his efforts in the transition of his duties to Mr. Callahan and his efforts in connection with acquisitions made by the Company.

Under the Bonus Plan, for each fiscal year, a corporate management bonus pool (the "Bonus Pool") is established and funded based solely on a percentage of pre-tax profit adjusted for any significant special items (the "Adjusted Pre-Tax Profit"). We believe that Adjusted Pre-Tax Profit is a useful measure to support the desire to maximize the Company's growth and increase profits. The Bonus Pool is funded only to the extent certain levels of Adjusted Pre-Tax Profit are attained, as set forth in the guidelines determined by the Compensation Committee for fiscal 2015. For fiscal 2015, 20% of the first $11.4 million of Adjusted Pre-Tax Profit was added to the Bonus Pool, 25% of the next $11.4 million of Adjusted Pre-Tax Profit was added to the Bonus Pool and 30% of Adjusted Pre-Tax Profit in excess of $91.0 million was added to the Bonus Pool. The Adjusted Pre-Tax Profit for fiscal 2015 was $113.8 million, which resulted in a Bonus Pool of $32.4 million. Amounts allocated to participants in the Bonus Plan are generally expressed as a percentage of the Bonus Pool (the "Bonus Pool Percentage"). Each of the NEOs who participated in the Bonus Plan and were employed as of the first day of fiscal 2015 was eligible to receive an annual cash bonus based on his respective Bonus Pool Percentage as set forth in the table below. Payments under the Bonus Plan are subject to adjustment by the Compensation Committee which may, in its sole discretion, adjust any payments under the Bonus Plan based on an NEO's individual performance and contribution to the Company during the year. No adjustments were made for fiscal 2015 bonuses for Messrs. Callahan, Barker and Adams.

Pursuant to the terms of the CFO Agreement, for fiscal 2015 Mr. Goforth was eligible to earn an annual bonus under the Bonus Plan, subject to the Company's attainment of its adjusted EBITDA target. Mr. Goforth's bonus could range from 0% to 200% of base salary based on the level of achievement relative to the adjusted EBITDA target. The Company did not achieve the fiscal 2015 target adjusted EBITDA. Therefore, Mr. Goforth did not receive a bonus under the Bonus Plan in respect of fiscal 2015. However, in recognition of Mr. Goforth's immediate engagement in financial reporting activities to meet the demands for reporting to the Company's board of directors and lenders,

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and his efforts in anticipation of the Company's initial public offering, the Compensation Committee granted Mr. Goforth a discretionary bonus of $105,625.

The following table sets forth the Bonus Pool Percentage and target bonus as a percentage of base salary for our NEOs for fiscal 2015.

Officer

Richard K. Mueller(1)	—		—
H. Douglas Goforth(2)	—		65	%
G. Michael Callahan, Jr.	6.9	%	—
Stephen K. Barker(3)	6.9	%	—
Richard Alan Adams	2.0	%	—

(1): Mr. Mueller was not a participant in the corporate bonus plan during fiscal 2015.
(2): Mr. Goforth's target is 65% of base salary, but this percentage was prorated to reflect his employment start date of August 18, 2014.
(3): Mr. Barker was no longer employed by the Company effective May 4, 2015. We are presenting his compensation package for 2015 as he was an NEO during fiscal 2015.

In addition, prior to the consummation of this offering, the Company intends to adopt the GMS Inc. Annual Incentive Plan which sets forth other performance criteria and performance goals which may be used by the Compensation Committee in future fiscal years in determining the appropriate annual cash incentive packages for our named executive officers.

Long-Term Incentive Plan

As discussed above, the Company maintains the Option Plan, a long-term incentive plan under which we may make grants of options from time to time. The main objectives of the Option Plan are to (1) directly link the executives to increasing shareholder value, (2) incentivize our executives to work towards the achievement of our long-term performance goals, (3) provide the Company a competitive means through which we may better attract able individuals to become executives and (4) retain executives for a multiple year period by providing these individuals with stock ownership opportunities. For the foregoing reasons, we believe providing our NEOs long-term equity compensation in the form of options further advances and aligns the interests of the Company and its stockholders. The Compensation Committee has the authority to make grants under the Option Plan as it deems appropriate, and generally does so in connection with new hires or promotions within the Company.

In June 2014, pursuant to the terms of their Employment Agreements, Messrs. Callahan, Adams and Barker were granted 70,753, 26,532, 35,376 options to purchase shares, respectively, which options vested as to 25% on April 1, 2015 and thereafter as to 6.25% on each of the first 12 quarterly anniversaries of April 1, 2015 such that the option grant will be fully vested on April 1, 2018. Pursuant to the terms of the CFO Agreement, Mr. Goforth was granted 26,532 options to purchase shares on August 18, 2014, which options will vest as to 25% on August 18, 2015 and thereafter as to 6.25% on each of the first 12 quarterly anniversaries of August 18, 2015 such that the option grant will be fully vested on August 18, 2018. Mr. Barker received an additional grant of 8,844 options on March 23, 2015 in order to offset the planned reduction to his cash compensation, which options will vest as to 25% on March 23, 2016 and thereafter as to 6.25% on each of the first 12 quarterly anniversaries of March 23, 2016 such that the option grant will be fully vested on March 23, 2019.

A description of the effect of a Change in Control on these options (as defined in the Option Plan) is below under "Payments upon Certain Events of Termination or Change in Control."

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Defined Contribution Plan

The Company provides retirement benefits to the NEOs, including matching contributions, under the terms of its tax-qualified defined contribution plan (the "401(k) Plan"). The NEOs participate in the 401(k) Plan on the same terms as our other participating employees. We believe that the retirement benefits provided under the 401(k) Plan are analogous to those provided by comparable companies. The Company does not maintain any defined benefit or supplemental retirement plans for any its executive officers.

Perquisites and Other Personal Benefits

The Company provides the NEOs with perquisites and other personal benefits that it believes are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. We believe that these benefits enable our executives to focus on our business and enhance their commitment to us. In fiscal 2015, Mr. Mueller was provided perquisites which included (i) use of a Company vehicle, (ii) provision of Netjets service for (x) all business trips and (y) up to 25 hours of personal use per year and a tax gross-up payment for this benefit and (iii) supplemental medical coverage and a tax gross-up payment for this benefit. In fiscal 2015, Mr. Callahan was provided perquisites which included (i) use of a Company vehicle and (ii) provision of Netjets service for (x) all business trips and (y) up to 12 hours of personal use per year and a tax gross-up payment for this benefit. Each of our NEOs received Company matching contributions under the 401(k) Plan. For fiscal 2015, the aggregate value of the perquisites provided to each of Messrs. Goforth, Barker and Adams was less than $10,000.

The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs to confirm such levels are reasonable and continue to serve their intended retentive purposes.

Risk Analysis of Compensation Program

The Compensation Committee has reviewed our compensation program to determine if the elements encourage excessive or unnecessary risk taking that is reasonably likely to have a material adverse effect on the Company. After reviewing our compensation program, the Compensation Committee believes that while the Bonus Plan may incentivize risk taking as it provides for annual cash incentive payments which are uncapped, it is appropriately balanced by the other elements of compensation program which include base salary and time-vesting options. The Compensation Committee believes that the Company's compensation program offers an appropriate mix of fixed compensation and short- and long-term variable compensation so as to mitigate the motivation to take high levels of business risk as any risks taken for short-term gains ultimately could jeopardize not only the Company's ability to meet the long-term performance objectives, but also appreciation in the Company's stock price. As a result, the Compensation Committee believes that our compensation program does not encourage unreasonable risk taking that is reasonably likely to have a material adverse effect on the Company.

Internal Revenue Code Section 162(m)

As a private company, in fiscal 2015 the Company was not subject to Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"). In making future compensation decisions, the Compensation Committee will consider the potential impact of Section 162(m) which disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the Chief Executive Officer and the next three mostly highly compensated officers (other than the Chief Financial Officer), other than compensation that is performance-based under a plan that is approved by the stockholders of the Company and meets other

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technical requirements. However, the Compensation Committee reserves the right to provide for compensation to executive officers that may not be deductible if it believes such compensation is in the best interests of the Company and its stockholders. Transition provisions under Section 162(m) may apply for a period of approximately three years following the consummation of an initial public offering of the Company (which is not guaranteed to occur) to certain compensation arrangements that were entered into before such initial public offering, including, without limitation, awards under the Bonus Plan and the Option Plan and any future awards under the GMS Inc. Annual Incentive Plan.

Fiscal 2016 Compensation Goals and Philosophy

Beginning with fiscal 2016, the Compensation Committee began to implement certain changes to our NEOs' compensation packages to more closely align them with current public company market practices, as described below.

In anticipation of the Company's initial public offering (which is not guaranteed to occur), in fiscal 2015 the Compensation Committee retained AON Hewitt to review and advise on our executive compensation program and provide benchmarking data. At the request of the Compensation Committee, AON Hewitt presented a compensation benchmarking study to the Compensation Committee in March 2015. The peer group used in the study included the following companies: A.O. Smith Corporation, Airgas, Inc., Armstrong, Beacon Roofing Supply, Inc., BlueLinx Holdings, Inc., Boise Cascade Company, Builders FirstSource, Inc., Fastenal Company, Gilbraltar Industries, Inc., HD Supply Holdings, Inc., Huttig Building Products, Inc., Kamen Corporation, Lennox International Inc., MRC Global Inc., MSC Industrial Direct Co., Inc., Pool Corporation, Simpson Manufacturing Co., Inc., Stock Building Supply Holdings, Inc., USG, WW Grainger, Inc., Watsco, Inc., and WESCO International, Inc. Fiscal 2013 revenue for the peer group listed above ranged from $561 million to $8.5 billion (with the median revenue at $2.6 billion), a range within which the Company's revenue falls. The benchmarking study was used as a comparative tool in the Compensation Committee's evaluation of the Company's executive compensation program in relation to companies believed to represent the appropriate comparable labor market for executive talent and to provide context for the changes made for fiscal 2016 compensation.

For fiscal 2016, the objectives of the executive compensation program included the following:

•: balancing an entrepreneurial focus with the need to set and achieve pre-determined goals;
•: aligning with best practices and standards as determined by institutional shareholders and shareholder advisors;
•: basing annual reward opportunities on performance measures linked to shareholder value creation;
•: providing substantial, but capped upside that is linked to superior performance; and
•: requiring a threshold level of performance in order for any award to be earned.

Based on the information obtained from the benchmarking study provided by AON Hewitt, informal market surveys, various trade publications, and other publicly available information, the Compensation Committee implemented certain changes to our executive compensation program for fiscal 2016, including changes to the base salaries and annual bonus opportunities for certain of our NEOs. The principal objective of these changes was to adjust the proportion of base salary to annual cash incentive compensation such that those NEOs who had previously received relatively low base salaries and annual cash incentive payments that had been calculated as a portion of the Company's pre-tax profit would instead (i) receive increased base salaries (raised to meet competitive levels) and (ii) be eligible to earn annual cash incentive payments that would be determined in accordance with adjusted EBITDA targets to be established at the beginning of each fiscal year and would be subject to

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established caps. The Compensation Committee believes the foregoing changes will position the Company between the 50 ^th and 75 ^th percentiles as compared to total cash compensation levels provided for similar positions in our industry.

The Compensation Committee approved a reduction in Mr. Mueller's base salary from $1,000,000 to $300,000 in light of his resignation from his position as chief executive officer, as set forth in his amended and restated Employment Agreement (the "Chairman Agreement"), which became effective July 1, 2015 and is described in further detail below in the section entitled "Employment Agreements." Pursuant to the Chairman Agreement, Mr. Mueller has continued in his position as Chairman of the Board. Consistent with fiscal 2015, Mr. Mueller will not participate in the Bonus Plan, but will receive options under the Option Plan pursuant to the terms of the Chairman Agreement. Concurrent with Mr. Mueller's resignation, Mr. Callahan was appointed as the Company's President and Chief Executive Officer, and in connection therewith, the Compensation Committee approved an increase in his base salary from $327,600 to $700,000 and provided that he will have a target annual incentive opportunity of 125% of base salary with a maximum opportunity of 250% of base salary based on the Company's achievement of adjusted EBITDA and other performance goals as approved by the Compensation Committee.

For fiscal 2016, the Compensation Committee also implemented the following changes: (i) Mr. Adams' base salary was increased from $236,200 to $350,000 and (ii) Mr. Adams' annual bonus opportunity range was set to 50% - 100% of his base salary.

It is expected that in future years, the Compensation Committee will review base salaries and awards of cash bonuses and options on an annual basis in order to determine whether the levels and allocation of the various elements of our NEO's compensation packages are appropriate. The Compensation Committee will conduct its review after the Chief Executive Officer has presented recommendations regarding the level and mix of compensation for our NEOs (other than for the Chief Executive Officer), including with respect to base salary, short-term incentive compensation and long-term incentive compensation. The Chief Executive Officer's recommendations will be developed in consultation with our Vice President of Human Resources and other Company representatives.

COMPENSATION OF THE NAMED EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation paid to our NEOs for the fiscal year ended April 30, 2015.

Name	Principal Position

Richard K. Mueller	Chairman and Chief Executive Officer(3)	2015	1,000,000	200,000	—	—	20,140	1,220,140
H. Douglas Goforth	Chief Financial Officer	2015	265,385	105,625	1,204,287	—	—	1,575,297
G. Michael Callahan, Jr.	President(4)	2015	328,860	—	3,211,479	2,237,804	27,731	5,805,874
Stephen K. Barker	Former Chief Operating Officer	2015	328,860	—	2,264,772	2,237,804	—	4,831,436
Richard Alan Adams	Chief Accounting Officer and Former Chief Financial Officer	2015	237,109	—	1,204,287	648,639	—	2,090,035

(1): Mr. Mueller was awarded a discretionary bonus of $200,000 in recognition of his efforts in the transition of his duties to Mr. Callahan and his efforts in connection with acquisitions made by the Company. Mr. Goforth was awarded a discretionary bonus of $105,625 in recognition of his efforts to prepare the Company for its public offering. Both of these payments were approved by the Compensation Committee. See also "Compensation Discussion and Analysis—Annual Bonuses."

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(2): The amounts in this column for 2015 were calculated based on the grant date fair value of our common stock, in accordance with FASB ASC Topic 718. Stock awards generally vest in various increments over multi-year periods. As a result, this grant date fair value may not be indicative of the ultimate value the executive may receive under these grants. Assumptions used to determine the grant date fair value are set forth in Note 14 to our audited consolidated financial statements for the fiscal year ended April 30, 2015.
(3): The amount set forth under "All Other Compensation" for 2015 includes calendar year 2014 matching contributions made to the GMS 401(k) Plan of $1,167, the calendar 2014 imputed value of company provided automobile of $1,625, calendar 2014 tax and tax gross-up payments of $17,198 related to unreimbursed medical expenses, and personal gifts of $150.
(4): The amount set forth under "All Other Compensation" for 2015 includes calendar year 2014 matching contributions made to the GMS 401(k) Plan of $1,008, the calendar 2014 imputed value of company provided automobile of $4,188, calendar 2014 costs of $11,172 attributable to personal usage of Company-provided aircraft and $11,213 for the related gross-up payment, and personal gifts of $150. The incremental cost to the Company of personal use of company provided aircraft is calculated based on the variable operating costs to the Company. We impose an annual limit of 12 hours on the President's non-business use of Company-provided aircraft.

GRANTS OF PLAN-BASED AWARDS FOR 2015

The table below sets forth information regarding all grants of awards made to the named executive officers during the fiscal year ended April 30, 2015. For further information regarding the terms of certain of these grants, see "Compensation Discussion and Analysis" above.



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)							Exercise or Base Price of Option Awards ($/Sh)
												Grant Date Fair Value of Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Max ($)					Grant Date Fair Value of Option Awards ($)
Richard K. Mueller		—		—		—		—	—		—		—
H. Douglas Goforth		8/18/2014		17,096		170,959		341,918	—		—		—
		8/18/2014		—		—		—	26,532		125.00		1,204,287
G. Michael Callahan, Jr.		5/1/2014		—		2,716,166		—	—		—		—
		6/17/2014		—		—		—	70,753		125.00		3,211,479
Stephen K. Barker		5/1/2014		—		2,716,166		—	—		—		—
		6/24/2014		—		—		—	35,376		125.00		1,605,717
		3/23/2015		—		—		—	8,844		150.00		659,055
Richard Alan Adams		5/1/2014		—		787,294		—	—		—		—
		6/17/2014		—		—		—	26,532		125.00		1,204,287

(1): These columns, where applicable, show the range of possible payouts which were targeted for fiscal 2015 performance under the Company's annual bonus plan as described in the in the section titled "Annual Bonuses" in the Compensation Discussion and Analysis.
(2): The stock options grants disclosed in the table were all issued pursuant to each named executive's employment agreement and vest as described in the section titled "Long-Term Incentive Plans." Assumptions used to determine the grant date fair value are set forth in Note 14 to our audited consolidated financial statements for the fiscal year ended April 30, 2015.

Employment Agreements

We currently use employment agreements to attract and/or retain named executive officers to the Company. As discussed above, the material terms of the Employment Agreements for our NEOs, other than Mr. Goforth, were established at the time of the Acquisition, and the CFO Agreement was negotiated at the time of Mr. Goforth's commencement of employment.

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Chairman and Chief Executive Officer (Richard K. Mueller)

On April 1, 2014 the Company entered into an Employment Agreement with Mr. Mueller, pursuant to which his employment term commenced on closing of the Acquisition and would continue thereafter until either the Company or Mr. Mueller provided at least 60 days' written notice to the other of intent to terminate Mr. Mueller's employment. Pursuant to his Employment Agreement, Mr. Mueller would be entitled to an annual base salary of $1,000,000, and would be eligible to participate in all health and other group insurance and other benefit plans and programs and any fringe benefit programs for which other senior executives of the Company are generally eligible. In addition, Mr. Mueller would be entitled to (a) the provision of Netjets service for (i) all business trips and (ii) personal travel not to exceed 25 hours per year, (b) use of a Company vehicle and (c) a payment for unreimbursed medical expenses incurred by Mr. Mueller or his dependents in the amount not to exceed $25,000 per year. Mr. Mueller's Employment Agreement also provided for severance upon certain terminations of employment, as described below under "Payments upon Certain Events of Termination or Change in Control."

Effective May 1, 2015, Mr. Mueller resigned from his position as Chief Executive Officer, and in connection therewith, the Company and Mr. Mueller entered into the Chairman Agreement which provides for terms which are generally consistent with those provided in his Employment Agreement, except as described below. The Chairman Agreement provides for the following: (i) a three-year employment term which commenced on July 1, 2015; (ii) a change in Mr. Mueller's title to Chairman of the Board; (iii) changes in duties and responsibilities to reflect his role as chairman; (iv) annual base salary of $300,000; and (v) a grant of 6,000 options under the Option Plan to be granted on the day following the effective date of an initial public offering of the Company, each at an exercise price equal to the closing price of a share of common stock of the Company on the effective date of such initial public offering (which is not guaranteed to occur) (the "Chairman Option Grant"). The Chairman Option Grant would vest as to 25% on the first anniversary of the date of grant and thereafter as to 6.25% on each quarterly anniversary of the date of grant such that the Chairman Option Grant will be fully vested on the fourth anniversary of the date of the grant. In addition, the Chairman Agreement provides that Mr. Mueller is entitled to a cash make-whole payment, in respect of each share underlying the Chairman Option Grant, in an amount equal to the excess, if any, between the closing price of a share of common stock of the Company on the effective date an initial public offering of the Company and the per share price of common stock of the Company as of April 30, 2015, which make-whole payment would be paid as and when the portion of the shares underlying the Chairman Option Grant to which the make-whole payment relates vests.

Chief Financial Officer (H. Douglas Goforth)

On August 12, 2014 the Company entered into the CFO Agreement with Mr. Goforth, pursuant to which his initial employment term commenced on August 18, 2014 and will expire on August 18, 2017, and will thereafter be subject to automatic one-year extensions unless either the Company or Mr. Goforth provides at least 90 days' written notice to the other of intent not to renew the term. The CFO Agreement provides that Mr. Goforth will receive an annual base salary of $375,000, subject to increase at the discretion of the Compensation Committee and shall be eligible to receive a target annual bonus equal to 65% of his base salary with a maximum annual bonus opportunity of up to 130% of his base salary, pursuant to the terms of the Bonus Plan, subject to satisfaction of performance goals and bonus criteria to be defined and approved by the Compensation Committee. The CFO Agreement also provides that Mr. Goforth is eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible and entitled to use of a Company vehicle. The CFO Agreement also provides for severance upon certain terminations of employment, as described below under "Payments upon Certain Events of Termination or Change in Control."

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President (G. Michael Callahan, Jr.)

On April 1, 2014 the Company entered into an Employment Agreement with Mr. Callahan, pursuant to which his initial employment term commenced on the closing of the Acquisition and will expire on third anniversary thereof, and would thereafter be subject to automatic one-year extensions unless either the Company or Mr. Callahan provides at least 90 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Callahan would receive a base salary of $327,600 per year, subject to increase at the discretion of the Company and that he would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible. Mr. Callahan would also be eligible to receive an annual bonus pursuant to the terms of the Bonus Plan, which bonuses in respect of fiscal 2015 would be calculated in accordance with methodology used prior to the Acquisition. In addition, Mr. Callahan would be entitled to (a) the provision of Netjets service for (i) all business trips and (ii) personal travel not to exceed 12 hours per year and (b) use of a Company vehicle. Mr. Callahan's Employment Agreement also provided for severance upon certain terminations of employment, as described below under "Payments upon Certain Events of Termination or Change in Control."

In connection with Mr. Callahan's appointment as President and Chief Executive Officer effective May 1, 2015, Mr. Callahan's annual base salary was increased to $700,000 and he will be eligible to earn an annual bonus of up to 250% of his base salary as reflected in his amended and restated employment agreement effective as of August 28, 2015.

Former Chief Operating Officer (Stephen K. Barker)

On April 1, 2014 the Company entered into an Employment Agreement with Mr. Barker, pursuant to which his initial employment term commenced on the closing of the Acquisition and will expire on third anniversary thereof, and would thereafter be subject to automatic one-year extensions unless either the Company or Mr. Barker provides at least 90 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Barker would receive a base salary of $327,000 per year, subject to increase at the discretion of the Company and would be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible, including use of a Company vehicle. Mr. Barker would also be eligible to receive an annual bonus pursuant to the terms of the Bonus Plan, which bonuses in respect of fiscal 2015 would be calculated in accordance with methodology used prior to the Acquisition.

Mr. Barker no longer served as Chief Operating Officer of the Company effective as of May 4, 2015. In connection with his separation, Mr. Barker and the Company entered into a separation agreement on May 11, 2015 which agreement provides that Mr. Barker will be entitled to the following, subject to his execution of a release of claims against the Company: (i) severance in an amount equal to equal to one and one-half times his base salary then in effect, payable in equal installments on the Company's regular payroll dates occurring during the 18-month period beginning on May 28, 2015; (ii) payment of his annual bonus in respect of fiscal 2015; (iii) continued medical and dental insurance coverage for 18 months following the termination date or, if earlier until Mr. Barker becomes covered under a health plan offered by a subsequent employer; and (iv) repurchase of 30,000 shares of our common stock. The separation agreement also provides that Mr. Barker is subject to a perpetual confidentiality covenant and non-competition and non-solicitation covenants for the 18-month period following his separation from the Company.

Chief Accounting Officer & Former Chief Financial Officer (Richard Alan Adams)

On April 1, 2014 the Company entered into an Employment Agreement with Mr. Adams, pursuant to which his initial employment term commenced on the closing of the Acquisition and will expire on third anniversary thereof, and will thereafter be subject to automatic one-year extensions unless either

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the Company or Mr. Adams provides at least 90 days' written notice to the other of intent not to renew the term. The Employment Agreement provides that Mr. Adams will receive a base salary of $236,200 per year, subject to increase at the discretion of the Company and will be eligible to participate in all benefit programs for which other senior executives of the Company are generally eligible, including use of a Company vehicle. Mr. Adams shall also be eligible to receive an annual bonus pursuant to the terms of the Bonus Plan, which bonuses in respect of fiscal 2015 would be calculated in accordance with methodology used prior to the Acquisition. Mr. Adams' Employment Agreement also provides for severance upon certain terminations of employment, as described below under "Payments upon Certain Events of Termination or Change in Control."

For fiscal 2016, the Compensation Committee approved an increase in Mr. Adams' base salary to $350,000 and provided that he shall be eligible to receive a target annual bonus equal to 50% of his base salary with a maximum annual bonus opportunity of up to 100% of his base salary based on the Company's achievement of adjusted EBITDA and other performance goals as approved by the Compensation Committee, in each case, as reflected in his amended and restated employment agreement effective as of August 31, 2015.

2015 OUTSTANDING EQUITY AWARDS AT YEAR END

The following table sets forth certain information with respect to outstanding options held by each of our NEOs on April 30, 2015.

	Option Awards

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Un-exercisable			Option Exercise Price ($)		Option Expiration Date
Richard K. Mueller		—		—			—		—
H. Douglas Goforth		—		26,532	(1)		125.00		08/18/24
G. Michael Callahan, Jr.		17,688		53,065	(2)		125.00		04/01/24
Stephen K. Barker		8,844		26,532	(2)(3)		125.00		04/01/24
		0		8,844	(3)(4)		150.00		03/31/25
Richard Alan Adams		6,633		19,899	(2)		125.00		04/01/24

(1): These options are scheduled to vest with respect to 25% of the underlying shares on August 18, 2015 and thereafter in 12 equal installments on each quarterly anniversary of August 18, 2015.
(2): These options vested with respect to 25% of the underlying shares on April 1, 2015 and will vest with respect to the remaining underlying shares in 12 equal installments on each quarterly anniversary of April 1, 2015.
(3): Mr. Barker was no longer employed by the Company effective May 4, 2015. He exercised his right to purchase 8,844 shares at a price of $125.00 on June 1, 2015, and his remaining unvested options were forfeited without consideration as of the effective date of his termination of employment.
(4): These options would have vested with respect to 25% of the underlying shares on March 31, 2016 and thereafter in 12 equal installments on each quarterly anniversary of March 31, 2016.

Payments upon Certain Events of Termination or Change in Control

Pursuant to the terms of the Employment Agreement or CFO Agreement, as applicable, our NEOs are entitled to receive certain payments in connection with certain termination events. In the event of a termination for any reason, Mr. Mueller is entitled to receive, in addition to any accrued benefits, a payment in each of the 24 months following the termination date in an amount that is sufficient, after deducting all applicable federal, state and local taxes, to permit Mr. Mueller to pay the full amount of any monthly premium applicable to the medical and dental insurance programs of the

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Company in which Mr. Mueller participated prior to the termination date. With respect to Messrs. Goforth, Callahan, Barker and Adams, in the event the NEO's employment is terminated by the Company other than for cause, or due to death or disability (each, as defined in the respective Employment Agreement or CFO Agreement) or by the NEO for good reason (as defined in the respective Employment Agreement or CFO Agreement), the NEO shall be entitled to (i) base salary continuation for the Severance Period (as defined below); (ii) a pro-rata annual bonus for the year in which termination occurs and (iii) medical benefits continuation for the Severance Period and, to the extent the medical benefits continuation is taxable to the NEO, a tax gross-up payment for such benefit. The Severance Period for our NEOs (other than Mr. Mueller) is: 12 months for Mr. Goforth, 18 months for Mr. Callahan, 18 months for Mr. Barker and 12 months for Mr. Adams.

With respect to our NEOs other than Mr. Mueller, in the event the NEO's employment is terminated by the Company for cause, the Company is obligated to pay the NEO any accrued benefits through the date of termination, which accrued benefits are quantified in the table below in the "Accrued Benefits" column. The amounts in the "Accrued Benefits" column represent four weeks' vacation pay.

The following table describes the estimated value of payments that would have been due to NEOs (other than Mr. Mueller) in the event that their employment was terminated by the Company due to a termination without cause or by the NEO for good reason on April 30, 2015. With respect to Mr. Mueller, the amount included in the table below is the estimated value of the payment that would have been due upon a termination of employment for any reason occurring on April 30, 2015.

Name

Richard K. Mueller	76,923	—	—	50,000	—	126,923
H. Douglas Goforth	28,846	375,000	—	20,140	—	423,986
G. Michael Callahan, Jr.	25,200	491,400	2,237,804	30,210	—	2,784,614
Stephen K. Barker	25,200	491,400	2,237,804	30,210	—	2,784,614
Richard Alan Adams	18,169	236,200	648,639	20,140	—	923,148

Additionally, our NEOs hold options issued pursuant to Option Plan, which options become fully vested and exercisable upon a Change in Control (as defined below). The following table describes the estimated present value of payments for unvested options to purchase shares that would have become vested upon a Change in Control, assuming that such Change in Control occurred on April 30, 2015.

Name

Richard K. Mueller	—	—
H. Douglas Goforth	26,532	1,208,533
G. Michael Callahan, Jr.	53,065	2,417,099
Stephen K. Barker	35,376	1,390,277
Richard Alan Adams	19,899	906,399

(1): Represents unvested options as of year ended April 30, 2015. Calculations with regard to stock options are based upon the most recent appraisal price of the Company's common stock ($170.55) as of April 30, 2015, less exercise price.

DIRECTOR COMPENSATION

The Company does not currently pay cash compensation to its directors who are employed by either the Company or AEA for their services as directors. Each non-employee, non-AEA director received options to purchase 3,000 shares of the Company's common stock under the Option Plan, which generally vest as to 25% on the first anniversary of the date of grant and thereafter on a quarterly basis such that the options will be fully vested on the fourth anniversary of the date of grant.

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Shown below is information regarding the compensation for each member of the Board for fiscal 2015, other than the compensation for Mr. Mueller and Mr. Callahan which is reported above in the Summary Compensation Table.

Name

Peter C. Browning	—	136,170	—	136,170
Justin de La Chapelle	—	—	—	—
John J. Gavin	—	136,170	—	136,170
Theron I. Gilliam	—	223,560	—	223,560
Brian B. Hoesterey	—	—	—	—
Ronald R. Ross	—	136,170	—	136,170
J. Louis Sharpe	—	—	—	—
J. David Smith	—	136,170	—	136,170

(1): Only our directors who are not current employees of the Company or current employees or members of AEA received options to purchase the Company's common stock in fiscal 2015. On September 17, 2014, each of Messrs. Browning, Gavin, Ross and Smith was granted options to purchase 3,000 shares Company common stock at an exercise price of $125.00 per share. On April 8, 2015, subsequent to becoming a non-AEA director, Mr. Gilliam was granted an option to purchase 3,000 shares at an exercise price of $150.00. The amounts included in the "Option Awards" column represent the grant date fair value computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 14 to our audited consolidated financial statements. As of April 30, 2015, all of the options granted to Messrs. Browning, Gavin, Gilliam, Ross and Smith were unvested.

2014 GMS Inc. Stock Option Plan

The Option Plan was established to attract, retain, incentivize and motivate officers and employees of, consultants to, and non-employee directors providing services to the Company and its subsidiaries and affiliates and to promote the success of the Company by providing such participating individuals with a proprietary interest in the performance of the Company. On April 1, 2014, the board of directors adopted the 2014 GMS Inc. Stock Option Plan under which 353,556 shares of common stock of the Company ("Shares") are reserved for the issuance of options to purchase Shares ("Options").

Administration. The Option Plan shall be administered by the Compensation Committee, which shall have all of the powers necessary to enable it to carry out its duties under the Option Plan properly, including the power and duty to construe and interpret the Option Plan and to determine all questions arising under it. The Compensation Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Option Plan or in any Option in the manner and to the extent it deems necessary to carry out the intent of the Option Plan. The Compensation Committee's interpretations and determinations shall be final, binding and conclusive upon all persons.

Plan Term. The Option Plan became effective on April 1, 2014 and will terminate on the tenth (10th) anniversary thereof, unless earlier terminated by the Board.

Eligibility. Under the Option Plan, the "Eligible Individuals" includes officers, employees, consultants, advisors and non-employee directors providing services to the Company and its subsidiaries and affiliates. The Compensation Committee will determine which Eligible Individuals will receive grants of options.

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Option Price. The manner in which the exercise price is to be determined for Shares under each Option shall be determined by the Compensation Committee and set forth in the option agreement; provided, however, that the exercise price per Share under each Option shall not be less than the greater of (i) the par value of a Share and (ii) 100% of the fair market value of a Share on the date the Option is granted.

Maximum Duration. Options granted under the Option Plan shall be for such term as the Compensation Committee shall determine; provided that an Option shall not be exercisable after the expiration of 10 years from the date it is granted; provided, further, however, that unless the Compensation Committee provides otherwise, an Option may, upon the death of the participant prior to the expiration of the Option, be exercised for up to one year following the date of the participant's death, even if such period extends beyond 10 years from the date the Option is granted. The Compensation Committee may, subsequent to the granting of any Option, extend the period within which the Option may be exercised (including following a participant's termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could have been exercised and the 10th anniversary of the date of grant of the Option.

Vesting. The Compensation Committee shall determine and set forth in the applicable option agreement the time or times at which an Option shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Compensation Committee may accelerate the exercisability of any Option or portion thereof at any time.

Method of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the person designated by the Company, specifying the number of Shares to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise in accordance with the option agreement pursuant to which the Option was granted. The Option Price shall be paid in any or any combination of the following forms: (a) cash or its equivalent or (b) in the form of other property as determined by the Compensation Committee. Any Shares transferred to or withheld by the Company as payment of the exercise price under an Option (to the extent permitted by the Compensation Committee) shall be valued at their fair market value on the last business day preceding the date of exercise of such Option.

Adjustments. In the event of a Change in Capitalization (as defined in the Option Plan), the Compensation Committee shall conclusively determine the appropriate adjustments, if any, to (a) the maximum number and class of Shares with respect to which Options may be granted under the Option Plan, (b) the number and class of Shares or other stock or securities (of the Company or any other corporation or entity), cash or other property which are subject to outstanding Options granted under the Option Plan and the exercise price therefor, if applicable and (c) any other adjustments the Compensation Committee determines to be equitable. If, by reason of a Change in Capitalization, pursuant to an Option Agreement, a participant shall be entitled to, or shall be entitled to exercise an Option with respect to new, additional or different shares of stock or securities of the Company or any other entity, such new, additional or different shares shall thereupon be subject to all of the conditions and restrictions which were applicable to the Shares subject to the Option prior to such Change in Capitalization.

Effect of Change in Control or Certain Other Transactions. Unless otherwise provided in an award agreement, in connection with a merger, consolidation, reorganization, recapitalization or other similar change in the capital stock of the Company, or a liquidation or dissolution of the Company or a Change in Control (each a "Corporate Transaction"), all outstanding Options shall terminate upon the consummation of the Corporate Transaction, unless provision is made in connection with such transaction, in the sole discretion of the Compensation Committee or the parties to the Corporate Transaction, for the assumption or continuation of such Options by, or the substitution for such

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Options with new awards of, the surviving, or successor or resulting entity, or a parent or subsidiary thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards, option and stock appreciation right exercise or base prices, and other terms of such new awards as the Compensation Committee or the parties to the Corporate Transaction shall agree. In the event that provision is made in writing as aforesaid in connection with a Corporate Transaction, the Option Plan and the unexercised Options theretofore granted or the new awards substituted therefor shall continue in the manner and under the terms provided in such writing. Notwithstanding the foregoing, except as otherwise provided in the applicable option agreement, vested Options (including those Options that would become vested upon the consummation of the Corporate Transaction) shall not be terminated upon the consummation of the Corporate Transaction unless holders of affected Options are provided either (a) a period of at least fifteen (15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise the Options, or (b) payment in respect of each Share covered by the Option being cancelled in an amount equal to the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction over the option price of the Option.

Without limiting the generality of the foregoing or being construed as requiring any such action, in connection with any such Corporate Transaction the Compensation Committee may, in its sole and absolute discretion, without the consent of any participant, cause any of the following actions to be taken effective upon or at any time prior to any Corporate Transaction: (a) cause any or all unvested Options to become fully vested and immediately exercisable (as applicable) and/or provide the holders of such Options a reasonable period of time prior to the date of the consummation of the Corporate Transaction to exercise the Options; (b) with respect to unvested Options that are terminated in connection with the Corporation Transaction, provide the holders thereof a payment in respect of each Share covered by the Option being terminated in an amount equal to all or a portion of the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction.

For purposes of the Option Plan, "Change in Control" generally means (i) the approval by stockholders of the liquidation or dissolution of the Company, (ii) a transaction or series of related transaction resulting in the sale or other disposition of 51% or more of the outstanding voting stock of the Company, (iii) the merger or consolidation of the Company with or into any entity, or (iv) a sale or other disposition of substantially all of the assets of the Company; provided , however , that the term "Change in Control" shall exclude each transaction which is a "Non-Control Transaction." Unless otherwise provided in an option agreement, "Non-Control Transaction" means (i) any transaction following which AEA and/or its affiliates, participants, investors and/or employees own directly or indirectly a majority of the outstanding shares of voting stock of the Company or any purchasing or surviving entity, as applicable, (ii) a merger or consolidation following which those persons who owned directly or indirectly a majority of the outstanding shares of voting stock of the Company immediately prior to such merger or consolidation will own directly or indirectly a majority of the outstanding shares of voting stock of the surviving or resulting entity, as applicable, (iii) a sale or other disposition of capital stock of the Company following which those persons who owned directly or indirectly a majority of the outstanding shares of voting stock immediately prior to such sale will own directly or indirectly a majority of the outstanding interests or shares of voting stock of the Company or the purchasing entity, as applicable, (iv) a sale or other disposition of substantially all of the assets of the Company to an affiliate of the Company, (v) an initial public offering of the Company, or (vi) any transaction following which AEA, any person controlling or controlled by AEA, or any officers, directors, employees, participants or shareholders of AEA constitute a majority of the directors of the Board or have a right to elect a majority of the Board.

Transferability. Notwithstanding anything contained in the Option Plan or any option agreement to the contrary, in the event that the disposition of Shares acquired pursuant to the Option Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt

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from such registration, such Shares shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations promulgated thereunder. The Compensation Committee may require any individual receiving Shares pursuant to an Option granted under the Option Plan, as a condition precedent to receipt of such Shares, to represent and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder.

Amendment or Termination of the Option Plan. The Board may earlier terminate the Option Plan and the Board may at any time and from time to time amend, modify or suspend the Option Plan; provided, however, that, (a) no such amendment, modification, suspension or termination shall impair or adversely alter any Options theretofore granted under the Option Plan, except with the consent of the participant, nor shall any amendment, modification, suspension or termination deprive any participant of any Shares which he or she may have acquired through or as a result of the Option Plan; and (b) to the extent necessary under any applicable law, regulation or exchange requirement, no other amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law, regulation or exchange requirement.

Annual Incentive Plan

Prior to the consummation of this offering, the Company intends to adopt the GMS Inc. Annual Incentive Plan (the "AIP") which sets forth other performance criteria and performance goals which may be used by the Compensation Committee in future fiscal years for the grant of annual bonus awards to our executive officers and other key employees.

The AIP will be administered by the Compensation Committee. Subject to the limitations set forth in the AIP, the Compensation Committee shall have the authority to determine, for each plan year, the time or times at which awards may be granted, the recipients of awards, the performance criteria, the performance goals and all other terms of an award, interpret the AIP, make all determinations under the AIP and necessary or advisable for the administration of the AIP, prescribe, amend and rescind rules and regulations relating to the AIP. The Compensation Committee shall be able to delegate responsibility for performing certain ministerial functions under the AIP to any officer or employee of the Company.

The performance criteria for us or any identified subsidiary or business unit, as selected by the Compensation Committee at the time of the award will be one or any combination of the following: (i) net earnings; (ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit; (vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including, but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest, depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return); (xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins; (xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover; and (xxv) any combination of or a specified increase in any of the foregoing, or such other performance criteria determined to be appropriate by the Compensation Committee in its sole discretion.

The performance goals shall be the levels of achievement relating to the performance criteria as selected by the Compensation Committee for an award. The Compensation Committee shall be able to

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establish such performance goals relative to the applicable performance criteria in its sole discretion at the time of an award. The performance goals may be applied on an absolute basis or relative to an identified index or peer group, as specified by the Compensation Committee. The performance goals may be applied by the Compensation Committee after excluding charges for restructurings, discontinued operations, extraordinary items and other unusual or nonrecurring items and the cumulative effects of accounting changes, and without regard to realized capital gains.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of , 2015, and as adjusted to reflect the sale of the shares of common stock offered in this offering for:

•: each person or entity who is known by us to beneficially own more than 5% of our common stock;
•: each of our directors and named executive officers; and
•: all of our directors and executive officers as a group.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer or stockholder listed in the table below, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after , 2015, including any shares of our common stock subject to an option that is exercisable within 60 days after , 2015. More than one person may be deemed to be a beneficial owner of the same securities.

Percentage of beneficial ownership prior to this offering is based on shares of common stock outstanding as of , 2015. Percentage of beneficial ownership after this offering is based on shares of common stock outstanding (assuming no exercise of the underwriters' option to purchase additional shares), or shares of common stock outstanding (assuming full exercise of the underwriters' option to purchase additional shares), in each case, after giving effect to the sale by us of the shares of common stock offered hereby. For a discussion of our stock split, see "Prospectus Summary—The Offering" and "Description of Capital Stock."

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared

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by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o GMS Inc., 100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084.

Name of Beneficial Owner

5% Stockholders
AEA(1)(2)	%	%	%
Richard A. Whitcomb
Directors and Named Executive Officers
Richard K. Mueller
G. Michael Callahan, Jr.
H. Douglas Goforth
Stephen K. Barker
Richard Alan Adams
Peter C. Browning
Justin de La Chapelle
John J. Gavin
Theron I. Gilliam
Brian R. Hoesterey
Ronald R. Ross
J. Louis Sharpe
J. David Smith
All executive officers and directors as a group (13 persons)

*: Represents beneficial ownership of less than 1% of our outstanding common stock.
(1): For purposes of this beneficial ownership table, we have excluded shares of common stock owned by other parties to the stockholders' agreement with which AEA may be deemed to share beneficial ownership. All of our stockholders prior to this offering were parties to the stockholders' agreement. See "Certain Relationships and Related Party Transactions—Stockholders' Agreement."
(2): Represents investment vehicles managed by AEA Investors LP or AEA Management (Cayman) Ltd. John L. Garcia, the Chairman and Chief Executive Officer of AEA, may be deemed to have voting power and dispositive power with respect to shares of our common stock that are beneficially owned by AEA, but Mr. Garcia disclaims beneficial ownership of such shares.

The address for AEA Investors LP is 666 Fifth Avenue, 36 Floor, New York, NY 10103. The address for AEA Management (Cayman) Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since May 1, 2012 to which we were a party in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or the consideration that we paid or received, as applicable, in connection with the transactions described below are comparable to terms available or amounts that would be paid or received, as applicable, in arms'-length transactions with parties unrelated to us.

AEA

We have entered into a management agreement with our Sponsor relating to the provision of their advisory and consulting services. The agreement requires us to pay our Sponsor an annual management fee of approximately $2.3 million per year following the Acquisition. The annual management fee is payable in quarterly installments of approximately $0.6 million, in advance, on the first day of each calendar quarter. We prepaid the quarterly installment of the management fee for the months of April, May and June 2014 on April 1, 2014. The management agreement also requires us to reimburse our Sponsor for their reasonable out-of-pocket costs and expenses incurred in connection with the Acquisition, their provision of ongoing advisory and consulting services, monitoring their investment in us and developing, negotiating, performing or enforcing any agreements or documents relating to their investment in us. The cost reimbursement is typically billed in arrears during the month following the end of each quarter. As of April 30, 2015, we have reimbursed our Sponsor for reasonable out-of-pocket costs and expenses in the aggregate amount of approximately $0.1 million. We believe that the management agreement and the services mentioned above are or were on terms at least as favorable to us as we would expect to negotiate with unrelated third parties. Immediately following this offering, the management agreement will be terminated. We will pay fees of $ to our Sponsor immediately following this offering.

As compensation for services provided by our Sponsor in connection with the Acquisition, we paid our Sponsor a one-time fee of $10.0 million.

Pursuant to the management agreement, we agreed to indemnify our Sponsor against any claims or liabilities relating to or arising out of actions taken by our Sponsor under the terms of the management agreement or the operation of our business, except for claims or liabilities that are shown to have resulted from actions taken by our Sponsor in bad faith, or due to our Sponsor's gross negligence or willful misconduct. This indemnification provision will survive termination of the management agreement.

Stockholders' Agreement

We, our Sponsor, certain members of management, and all of our existing stockholders prior to this offering have entered into a stockholders' agreement in connection with the Acquisition. The stockholders' agreement contains, among other things, certain restrictions on the ability of the parties thereto to freely transfer shares of our stock. In addition, pursuant to the stockholders' agreement, the parties thereto agree to vote their shares of our common stock on certain matters presented to the stockholders in the same manner that the board of directors and a majority of our stockholders vote on such matters. The foregoing transfer and voting provisions will terminate upon completion of this offering. However, following the consummation of this offering, and for so long as our Sponsor holds an aggregate of at least 10% of our outstanding common stock, our Sponsor will be entitled to nominate at least one individual for election to our board, and our board and nominating committee thereof will nominate and recommend to our stockholders that such individual be elected to our board, and each party to the stockholders' agreement agrees to vote all of their shares to elect such individual to our board.

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Registration Rights Agreement

The parties to the stockholders' agreement described above also entered into a registration rights agreement in connection with the Acquisition. Pursuant to the registration rights agreement, upon the closing of this offering and subject to the terms of the lock-up agreement they have entered into with the representatives of the underwriters, holders of a total of shares of our common stock as of , 2015, will have the right to require us to register these shares under the Securities Act under specified circumstances and will have incidental registration rights as described below. After registration pursuant to these rights, these shares will become freely tradable without restriction under the Securities Act.

Demand Registration Rights

Subject to certain restrictions, at any time after 180 days following the effective date of the registration statement of which this prospectus forms a part, or 120 days following the effective date of any subsequent registration statement that we file (other than registration statements on Forms S-4 or S-8), our Sponsor may request that we register all or a portion of its common stock for sale under the Securities Act. We will effect the registration as requested in writing by our Sponsor, unless in the good faith judgment of our board of directors, such registration would materially and adversely interfere with certain transactions involving the Company and should be delayed. We are not obligated to file a registration statement pursuant to these demand provisions on more than five occasions on Form S-1; however, our Sponsor is entitled to make an unlimited number of demands for registration on Form S-3 if and when we become eligible to use such form.

Piggyback Registration Rights

In addition, if at any time we register any shares of our common stock (other than pursuant to registrations on Form S-4 or Form S-8), the holders of all shares having registration rights are entitled to at least 10 business days notice of the registration and to include all or a portion of their common stock in the registration.

In the event that any registration in which the holders of registrable shares participate pursuant to the registration rights agreement is an underwritten public offering, the number of registrable shares to be included may, in specified circumstances, be limited.

Other Provisions

We will pay all registration and offering expenses, and the reasonable fees and expenses of a single special counsel for our Sponsor and a single special counsel for all other selling stockholders, related to any demand or piggyback registration. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them. A particular stockholder's shares shall no longer be considered registrable shares, to which demand and piggyback registration rights apply, when such shares have been disposed of under an effective registration statement or sold under Rule 144 of the Securities Act. In addition, the parties to the registration rights agreement, other than our Sponsor, agree to not sell any shares pursuant to Rule 144 of the Securities Act or in some other private placement for a period of one year following the closing of this offering, except pursuant to a registered offering in accordance with the terms of the registration rights agreement, if consented to by our Sponsor or in private transfers to certain permitted transferees.

Other Relationships and Transactions

We lease office and warehouse facilities from partnerships owned by certain of our directors, executive officers and stockholders, including Richard K. Mueller, the Chairman of the Board, and G.

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Michael Callahan, Jr., our President and Chief Executive Officer. At April 30, 2015, these leases had expiration dates through our fiscal year ending April 30, 2018. Rent expense related to these leases included in our audited consolidated financial statements was approximately $1.0 million, $77 thousand, $0.9 million and $0.9 million for fiscal 2015, the one month ended April 30, 2014, the eleven months ended March 31, 2014 and fiscal 2013, respectively. At April 30, 2015, future minimum payments under the terms of the leases aggregated approximately $4.3 million.

On January 24, 2001, Mr. Callahan issued a promissory note to us as payment of the purchase price of certain redeemable common shares of the Predecessor. As of the end of fiscal 2013, Mr. Callahan owed us approximately $463 thousand pursuant to the promissory note. The promissory note was fully repaid in cash prior to the Acquisition in fiscal 2014.

The Predecessor guaranteed the principal balance of borrowings outstanding of a partnership owned by certain stockholders of the Predecessor and one of its subsidiaries. At April 30, 2013, the principal balance of these guaranteed borrowings outstanding was approximately $188,000. The guarantee was released during the eleven months ended March 31, 2014.

During fiscal 2015, full year 2014 and fiscal 2013, we purchased inventories from our former subsidiary, Southern Wall Products, Inc., or SWP, an entity with which Messrs. Mueller, Callahan and Adams are affiliated, either through their direct or indirect ownership interests or through their position as director, or both. Mr. Mueller owns, either directly or indirectly, 48.8% of the common stock outstanding of SWP as of April 30, 2015 and is a director of SWP. Mr. Callahan owns, either directly or indirectly, 2.5% of the common stock of SWP as of April 30, 2015 and is a director of SWP. Mr. Adams is a director of SWP and does not have a financial interest in SWP or its transactions. SWP was spun off from the Predecessor on August 31, 2012. We purchased inventory from SWP for distribution in the amounts of approximately $11.9 million, $11.0 million and $9.7 million in fiscal 2015, full year 2014 and fiscal 2013, respectively. Amounts due to SWP for purchases of inventory for distribution as of April 30, 2015 and 2014 were approximately $0.9 million and $1.1 million, respectively. The approximate dollar value amounts of Mr. Mueller's interest in these purchases were $5.8 million, $5.4 million and $4.7 million, for fiscal 2015, full year 2014 and fiscal 2013, respectively. The approximate dollar value amounts of Mr. Callahan's interest in these purchases were $0.3 million, $0.2 million and $0.2 million, for fiscal 2015, full year 2014 and fiscal 2013, respectively. The approximate dollar value amounts of Mr. Mueller's interests in the amounts due to SWP as of April 30, 2015 and 2014 were $0.5 million, and $0.5 million, respectively. The approximate dollar value amounts of Mr. Callahan's interests in the amounts due to SWP as of April 30, 2015 and 2014 were $23 thousand and $27 thousand, respectively.

On January 14, 2015, we sold real property, that was previously leased from us by SWP, to SWP for an aggregate purchase price of $350,000.

During fiscal 2015, full year 2014 and fiscal 2013 we employed David Whitcomb, Richard W. Whitcomb and Elizabeth Whitcomb, all of whom are children of Richard A. Whitcomb, one of our founders and a holder of more than 5% of our common stock. David Whitcomb, an employee through June 30, 2015, was responsible for various sales and customer receivables analytics. His total compensation in fiscal 2015, full year 2014 and fiscal 2013, including salary, bonus and other compensation, was $156,729, $162,836 and $178,851, respectively. Richard W. Whitcomb is our current Director of IT Services. His total cash compensation, including salary, bonus and other compensation, in fiscal 2015, full year 2014 and fiscal 2013 was $220,388, $202,245 and $186,423, respectively. Elizabeth Whitcomb is a manager in IT Services. Her total compensation in fiscal 2015, full year 2014 and fiscal 2013, including salary, bonus and other compensation, was $222,247, $203,353 and $186,407, respectively. The compensation levels of David Whitcomb, Richard W. Whitcomb and Elizabeth Whitcomb were based on the compensation paid to employees in similar positions that were not related to our significant shareholders.

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Policies and Procedures for Related Person Transactions

Prior to the completion of this offering, we expect that our board of directors will adopt a policy providing that the audit committee will review and approve or ratify transactions in excess of $120,000 of value in which we participate and in which a director, executive officer or beneficial holder of more than 5% of any class of our voting securities has or will have a direct or indirect material interest. Under this policy, the board of directors is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the audit committee is to approve only those related party transactions that the audit committee believes are on their terms, taken as a whole, no less favorable to us than could be obtained in an arms'-length transaction with an unrelated third party and that the audit committee determines are not inconsistent with the best interests of the Company. In particular, our policy with respect to related person transactions will require our audit committee to consider the benefits to the Company, the impact on a director's independence in the event the related person is a director, an immediate family member of a director or an entity in which a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction and the terms available to unrelated third parties or to employees generally. A "related person" is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons. All of the transactions described above were entered into prior to the adoption of this policy.

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DESCRIPTION OF CAPITAL STOCK

General

Upon the completion of this offering, our authorized capital stock will consist of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $ per share. Upon the completion of this offering, there will be outstanding shares of common stock (excluding shares of our common stock issuable upon exercise of outstanding stock options) and no outstanding shares of preferred stock. As of , 2015, we had stockholders of record.

In connection with this offering, we will amend and restate our certificate of incorporation and bylaws. The following descriptions of our capital stock, amended and restated certificate of incorporation and amended and restated bylaws are intended as summaries only and are qualified in their entirety by reference to our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the completion of this offering and which are filed as exhibits to the registration statement, of which this prospectus forms a part, and to the applicable provisions of the DGCL.

Common Stock

The holders of our common stock are entitled to the following rights, preferences and privileges:

Following the consummation of this offering, we expect that certain affiliates of AEA, together with certain of our other stockholders, will continue to control a majority of the voting power of our outstanding common stock. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election. There will be no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock will be able to elect all of the directors, and holders of less than a majority of such shares will be unable to elect any director. Holders of common stock are entitled to be paid ratably any dividends as may be declared by our board of directors (in its sole discretion), subject to any preferential dividend rights of outstanding preferred stock (if any).

In the event of our liquidation or dissolution, the holders of our common stock are entitled to receive ratably, in proportion to the number of shares held by them, the assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights (if any) of any outstanding preferred stock. Holders of our common stock have no preemptive or other rights to subscribe for additional shares. The shares of our outstanding common stock are not subject to further calls or assessments by us. There are no conversion or redemption rights or sinking fund provisions applicable to the shares of our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Our preferred stock, if issued, may have priority over our common stock with respect to dividends and other distributions, including the distribution of our assets upon liquidation. To the extent permitted by law, our board of directors will have the authority, without further stockholder authorization, to issue from time to time shares of authorized preferred stock in one or more series and to fix the terms, powers (including voting powers), rights, preferences and variations and the restrictions and limitations thereof of each series. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could adversely affect the rights and powers, including voting rights, of the

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common stock, and could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.

Limitations on Directors' Liability

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by law. Prior to the completion of this offering, we intend to enter into indemnification agreements with each of our directors which may, in certain cases, be broader than the specific indemnification provisions provided for under Delaware law.

In addition, to the fullest extent permitted by Delaware law, our amended and restated certificate of incorporation will provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages from a director for breach of fiduciary duty as a director, except that a director will be personally liable for:

•: any breach of his or her duty of loyalty to us or our stockholders;
•: acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
•: the payment of dividends or the redemption or purchase of stock in violation of the DGCL; or
•: any transaction from which the director derived an improper personal benefit.

This provision does not affect a director's liability under the federal securities laws.

To the extent that our directors, officers and controlling persons are indemnified under the provisions of our amended and restated certificate of incorporation, the DGCL or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Provisions of Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law that May Have an Anti-Takeover Effect

The DGCL contains, and upon the completion of this offering our amended and restated certificate of incorporation and our amended and restated bylaws will contain, provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Staggered Board; Removal of Directors

Our amended and restated certificate of incorporation and our amended and restated bylaws will divide our board of directors into three classes with staggered three-year terms. In addition, a director will be subject to removal by our stockholders only for cause if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock. Any vacancy on our board of directors, including a vacancy resulting from increase in the number of directors, may only be filled by vote of a majority of our directors then in office (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the stockholders' agreement). Furthermore, our amended and restated certificate of incorporation will provide that the total number of directors may be changed only by the resolution of our board of directors (subject to the rights of holders of any series of preferred stock to elect additional directors). The classification of our board of directors and

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the limitations on the removal of directors, changes to the total numbers of directors and filling of vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our Company.

Stockholder Action by Written Consent; Special Meetings

Our amended and restated certificate of incorporation will provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock. Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that, except as otherwise required by law, special meetings of our stockholders can be called only by our chairman of the board or our board of directors if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock.

Advance Notice Requirements for Stockholder Proposals

Our amended and restated bylaws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of persons for election to our board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a stockholder of record who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

Section 203 of the Delaware General Corporation Law

In our amended and restated certificate of incorporation, we have opted out of Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203; however, our amended and restated certificate of incorporation will contain similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

•: prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
•: at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Under certain circumstances, this provision will make it more difficult for a person who qualifies as an "interested stockholder" to effect certain business combinations with our Company for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with

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our board of directors in order to avoid the stockholder approval requirement if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation will provide that certain affiliates of AEA, their respective affiliates and any of their direct or indirect designated transferees (other than in certain market transfers and gifts) and any group of which such persons are a party do not constitute "interested stockholders" for purposes of this provision.

Amendments to Our Bylaws

The DGCL provides generally that the affirmative vote of a majority of the shares presents at any meeting and entitled to vote on a matter is required to amend a corporation's bylaws, unless a corporation's bylaws requires a greater percentage. Effective upon the completion of this offering, our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, if AEA, together with certain of our other stockholders, ceases to own 50% or more of the voting power of our common stock.

Exclusive Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers or employees, (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of claims to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers and may limit our stockholders' ability to obtain a favorable judicial forum for disputes with us.

Stock Exchange Listing

We have applied to list our common stock on the New York Stock Exchange under the symbol "GMS".

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is .

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DESCRIPTION OF CERTAIN INDEBTEDNESS

On April 1, 2014, we entered into (i) a senior secured asset based revolving credit facility (the "ABL Facility"), (ii) a senior secured first lien term loan facility (the "First Lien Facility"), and (iii) a senior secured second lien term loan facility (the "Second Lien Facility" and, together with the First Lien Facility, the "Term Loan Facilities"). The proceeds of the Term Loan Facilities were used to (i) repay certain existing indebtedness of the Predecessor, (ii) pay a portion of the purchase price of the Acquisition, and (iii) pay related fees and expenses. Borrowings under the ABL Facility are used to finance or refinance our working capital and capital expenditures and for general corporate purposes.

ABL Facility

General

GYP Holdings III Corp. (in such capacity, the "Lead Borrower") and certain of the Lead Borrower's direct and indirect wholly-owned domestic restricted subsidiaries (together with the Lead Borrower, collectively, the "ABL Borrowers") entered into the ABL Facility, pursuant to an ABL Credit Agreement (the "ABL Credit Agreement"), with GYP Holdings II Corp. ("Holdings"), the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent and collateral agent. The ABL Facility is scheduled to mature on April 1, 2019. There is no scheduled amortization under the ABL Facility.

The ABL Facility provides for revolving borrowings of up to $200.0 million subject to borrowing base availability. The borrowing base is equal to the sum (subject to certain reserves and adjustments) of (i) 90% of eligible credit card receivables, (ii) 85% of eligible accounts receivables, (iii) the lesser of 75% of the cost of eligible inventory and 85% of the appraised orderly liquidation value of eligible inventory, and (iv) 100% of the aggregate amount of borrowing base eligible cash. Subject to the borrowing base availability, the ABL Facility also includes a letter of credit facility of up to $50.0 million and a swing line facility for same-day borrowings of up to $20.0 million. Borrowings under the ABL Facility are subject to the satisfaction of customary conditions, including absence of default and accuracy of representations and warranties. We may increase the ABL Facility by up to $100.0 million, with notice to the administrative agent, subject to customary conditions.

As of July 31, 2015, we had approximately $41.8 million in short-term swing line borrowings outstanding under the ABL Credit Agreement.

Interest

Borrowings under the ABL Facility bear interest at a rate per annum equal to, at our option, either (a) adjusted LIBOR plus the applicable rate or (b) base rate (determined by reference to the greatest of the prime rate published by Wells Fargo Bank, N.A., the federal funds effective rate plus 0.5% and one-month LIBOR plus 1%) plus the applicable rate. The applicable rates under the ABL Facility are subject to step-ups and step-downs based on the Lead Borrowers' average daily availability as a percentage of the line cap (i.e., aggregate commitments under the ABL Facility) for the immediately preceding fiscal quarter in accordance with the following schedule:

Pricing Level	Average Daily Availability (as a % of line cap)

I	Less than 33.33%	2.00	%	1.00	%
II	Greater than or equal to 33.3% but less than 66.7%	1.75	%	0.75	%
III	Greater than or equal to 66.7%	1.50	%	0.50	%

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Optional and Mandatory Prepayments; Cash Dominion

At our option, the ABL Facility may be prepaid at any time without a premium or penalty with notice to the administrative agent. We may also terminate and/or permanently reduce the unused commitments under the ABL Facility, with notice to the administrative agent. Such termination or reduction must be in a minimum aggregate amount of $1.0 million or in whole multiples of $1.0 million in excess thereof. In addition, we are not permitted to terminate or reduce the commitments if such termination or reduction (and any concurrent prepayments) would cause the total outstanding amount to exceed the amount of the ABL Facility. To the extent the borrowings under the ABL Facility at any time exceed the lesser of the borrowing base or the line cap at such time, we are required to prepay the borrowings under the ABL Facility in the amount of such excess.

During the existence of an event of default or when we fail to maintain excess availability of at least the greater of $15.0 million or 10.0% of the line cap for five consecutive days, we will be required to sweep substantially all cash receipts from the sale of inventory, collection of receivables and dispositions of the ABL Priority Collateral (defined below) into certain concentration accounts under the dominion and control of the administrative agent under the ABL Facility and all such cash will be used to repay outstanding borrowings under the ABL Facility.

Guarantee and Collateral

Obligations in respect of the ABL Facility are guaranteed by Holdings, and each of our newly acquired or created wholly-owned domestic restricted subsidiaries. Obligations under the ABL Credit Agreement, as well as obligations to the ABL Facility lenders and their affiliates under certain secured cash management agreements and secured hedge agreements, are secured by a first priority lien on the Lead Borrowers' and the guarantors' cash and cash equivalents, bank accounts, accounts receivable, chattel paper, inventory, documents, instruments and general intangibles (collectively, the "ABL Priority Collateral"), and a third priority lien on the Lead Borrowers' and the guarantors' and their wholly-owned subsidiaries' capital stock (which will be limited, in the case of any foreign subsidiaries, to 65% of the voting stock and 100% of the non-voting stock of any first-tier foreign subsidiaries), and the Lead Borrowers' and the guarantors' intercompany debt and all other assets other than the ABL Priority Collateral (collectively, the "Term Loan Priority Collateral"), as further detailed in (i) the ABL Security Agreement, dated April 1, 2014 between the grantors and the collateral agent under the ABL Credit Agreement, (ii) the First Lien Security Agreement, dated April 1, 2014 between the grantors and the collateral agent under the First Lien Credit Agreement (as defined below), (iii) the Second Lien Security Agreement, dated April 1, 2014 between the grantors and the collateral agent under the Second Lien Credit Agreement (as defined below), (iv) the ABL/Term Intercreditor Agreement dated April 1, 2014 between Holdings, the Lead Borrower, the collateral agent under the ABL Credit Agreement and the collateral agents under the Term Credit Agreements (as defined below), and (v) the First Lien/Second Lien Intercreditor Agreement dated April 1, 2014 between Holdings, the Lead Borrower, and the collateral agents under the Term Credit Agreements (the "First Lien/Second Lien Intercreditor Agreement" and collectively, the "Collateral Agreements").

Covenants and Other Matters

The ABL Credit Agreement requires that we comply with a number of covenants, as well as certain financial tests. During the existence of an event of default or when we fail to maintain excess availability of at least the greater of $15.0 million or 10% of the line cap, the consolidated fixed charge coverage ratio of the most recently completed period of four consecutive quarters must be 1.00 to 1.00 or higher. The covenants also limit, in certain circumstances, our ability to take a variety of actions, including:

•: incur indebtedness;

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•: create or maintain liens on property or assets;
•: make investments, loans and advances;
•: engage in acquisitions, mergers, consolidations and asset sales;
•: redeem debt;
•: pay dividends and distributions; and
•: enter into transactions with affiliates.

The Lead Borrowers' future compliance with its financial covenants under the ABL Credit Agreement will depend on its ability to maintain sufficient liquidity, generate earnings and manage its assets effectively. The ABL Credit Agreement also has various non-financial covenants, both requiring the ABL Borrowers to refrain from taking certain future actions (as described above) and requiring each of the ABL Borrowers to take certain actions, such as keeping in good standing its corporate existence, maintaining insurance, and providing the bank lending group with financial information on a timely basis. The ABL Credit Agreement also contains certain customary representations and warranties and events of default, including among other things payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any material guaranty or security document supporting the ABL Credit Agreement to be in force and effect, and change of control. If such an event of default occurs, the administrative agent under the ABL Credit Agreement would be entitled to take various actions, including the acceleration of amounts due under the ABL Facility and all actions permitted to be taken by a secured creditor.

Term Loan Facilities

General

The Lead Borrower entered into (i) the First Lien Facility, pursuant to a First Lien Credit Agreement (the "First Lien Credit Agreement"), with Holdings, the other guarantors party thereto, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent and (ii) the Second Lien Facility, pursuant to a Second Lien Credit Agreement (the "Second Lien Credit Agreement" and, together with the First Lien Credit Agreement, the "Term Loan Credit Agreements"), with Holdings, the other guarantors party thereto, the lenders party thereto, and Credit Suisse AG, as administrative agent and collateral agent. The Term Loan Facilities also permit us to add one or more incremental term loans up to $100 million (shared between the First Lien Facility and the Second Lien Facility) plus additional amounts subject to our compliance with, with respect to the First Lien Facility, a secured first lien leverage ratio test, and, with respect to the Second Lien Facility, a secured leverage ratio test.

The Term Loan Facilities provide for term loans of up to (i) $390.0 million under the First Lien Facility (the "First Lien Loan") and (ii) $160.0 million under the Second Lien Facility (the "Second Lien Loan" and, together with the First Lien Loan, the "Term Loans"). The First Lien Loan amortizes in nominal quarterly installments equal to 0.25% of the original aggregate principal amount of the First Lien Loan and matures on April 1, 2021. The Second Lien Loan has no amortization and matures on April 1, 2022.

As of July 31, 2015, we had $385.1 million outstanding under the First Lien Facility and $160.0 million outstanding under the Second Lien Facility.

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Interest

Term Loans bear interest at a rate per annum equal to, at our option, either (a) adjusted LIBOR (subject to a floor of 1.00%) plus the applicable rate or (b) base rate (determined by reference to the greatest of the prime rate published by Credit Suisse AG, the federal funds effective rate plus 0.5% and one-month LIBOR plus 1%) plus the applicable rate. The applicable rates (i) under the First Lien Facility are 3.75% for LIBOR loans and 2.75% for base rate loans and (ii) under the Second Lien Facility are 6.75% for LIBOR loans and 5.75% for base rate loans.

Optional and Mandatory Prepayments

At our option, the First Lien Loan may be prepaid at any time, in whole or in part, without a premium or penalty, with notice to the administrative agent, and the Second Lien Loan may be prepaid at any time (but subject to the restrictions contained in the First Lien/Second Lien Intercreditor Agreement), in whole or in part, with notice to the administrative agent at, in the case of voluntary prepayments and certain mandatory prepayments, a price equal to 101% of the principal amount of loans prepaid on or after April 1, 2015, but prior to April 1, 2016 and 100% of the principal amount of loans prepaid on or after April 1, 2016, plus, in each case, accrued and unpaid interest, if any, to the repayment date. In addition, subject to the satisfaction of certain conditions, we are permitted to offer our lenders to repurchase loans held by them under the Term Loan Facilities at a discount.

Under certain circumstances and subject to certain exceptions, the Term Loan Facilities will be subject to mandatory prepayments in the amount equal to: (x) 100% of the net proceeds of certain assets sales and issuances or incurrence of non-permitted indebtedness and (y) 50% of annual excess cash flow (generally defined as net income, after elimination of all non-cash items, minus (i) amounts of internally generated cash spent on capital expenditures, as well as certain debt repayments, investments and restricted payments, (ii) non-recurring, unusual and extraordinary cash charges and (iii) increases (or plus decreases) in net working capital over the relevant period) for any fiscal year, such percentage to decrease to 25% or 0% upon the attainment as of the end of such fiscal year of total leverage ratios of 5.50:1.00 and 5.00:1.00, respectively.

Guarantee and Collateral

Our obligations in respect of the Term Loan Facilities are guaranteed by Holdings and each of our existing and newly acquired or created wholly-owned domestic restricted subsidiaries. Our obligations under the Term Loan Facilities, as well as obligations to the Term Loan Facilities lenders and their affiliates under certain secured hedge agreements, are secured by a first priority lien on the Term Loan Priority Collateral, and a second priority lien (or, in the case of the Second Lien Facility, a third priority lien) on the ABL Priority Collateral, as further detailed in the Collateral Agreements. As between the First Lien Facility and the Second Lien Facility, liens securing the Second Lien Loan are junior and subordinated to the lien securing the First Lien Loan.

Covenants and Other Matters

The Term Loan Credit Agreements have various non-financial covenants, customary representations and warranties, events of defaults and remedies, substantially similar to those described in respect of the ABL Credit Agreement above. There are no financial maintenance covenants in the Term Loan Credit Agreements.

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SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market after this offering could adversely affect the prevailing market price of our common stock. Furthermore, because % of our common stock outstanding prior to the consummation of this offering will be subject to the contractual and legal restrictions on resale described below, the sale of a substantial amount of common stock in the public market after these restrictions lapse could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon completion of this offering, we expect to have outstanding an aggregate of shares of our common stock, assuming no exercise of outstanding options and assuming that the underwriters have not exercised their option to purchase additional shares. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act (other than restrictions pursuant to lock-up agreements entered into by participants in the directed share program) by persons other than "affiliates," as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act, subject to the limitations and restrictions that are described below. Common stock purchased by our affiliates will be "restricted securities" under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are summarized below.

Upon the expiration of the lock-up agreements described below 180 days after the date of this prospectus, and subject to the provisions of Rule 144, an additional shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in those rules.

Lock-up Agreements

In connection with this offering, we, our directors and executive officers and stockholders currently representing substantially all of the outstanding shares of our common stock will agree with the underwriters to enter into lock-up agreements described in "Underwriting," pursuant to which shares of our common stock outstanding after this offering will be restricted from immediate resale in accordance with the terms of such lock-up agreements without the prior written consent of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC. Under these agreements, subject to limited exceptions, neither we nor any of our directors or executive officers or these stockholders may dispose of, hedge or otherwise transfer the economic consequences of ownership of any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. Certain transfers or dispositions can be made sooner, provided the transferee becomes bound to the terms of the lock-up.

Rule 144

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person (or persons whose common stock is required to be aggregated), who is an affiliate, and who has beneficially owned our common stock for at least six months is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

•: 1% of the number of shares then outstanding, which will equal approximately shares immediately after consummation of this offering; or

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•: the average weekly trading volume in our shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An "affiliate" is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer.

Under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months (including the holding period of any prior owner other than an affiliate), would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least 12 months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser's holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above.

Stock Plans

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our new omnibus incentive plan and pursuant to all option grants made prior to this offering under the stock option plan. Subject to lock-up arrangements, these registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise of stock options after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

Registration Rights

Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement."

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock that is being issued pursuant to this offering. This summary is limited to Non-U.S. Holders (as defined below) that hold our common stock as a capital asset (generally, property held for investment) for U.S. federal income tax purposes. This summary does not discuss all of the aspects of U.S. federal income and estate taxation that may be relevant to a Non-U.S. Holder in light of the Non-U.S. Holder's particular investment or other circumstances. Accordingly, all prospective Non-U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the ownership and disposition of our common stock.

This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the "Code"), applicable U.S. Treasury regulations and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in U.S. federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could alter the U.S. federal income and estate tax consequences of owning and disposing of our common stock as described in this summary. There can be no assurance that the Internal Revenue Service (the "IRS") will not take a contrary position with respect to one or more of the tax consequences described herein and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income or estate tax consequences of the ownership or disposition of our common stock.

As used in this summary, the term "Non-U.S. Holder" means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:

•: an individual who is a citizen or resident of the United States;
•: a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;
•: an entity or arrangement treated as a partnership;
•: an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•: a trust, if (1) a U.S. court is able to exercise primary supervision over the trust's administration and one or more "United States persons" (within the meaning of the Code) has the authority to control all of the trust's substantial decisions, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships, and partners in partnerships, that hold our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences of owning and disposing of our common stock that are applicable to them.

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This summary does not consider any specific facts or circumstances that may apply to a Non-U.S. Holder and does not address any special tax rules that may apply to particular Non-U.S. Holders, such as:

•: a Non-U.S. Holder that is a financial institution, insurance company, tax-exempt organization, pension plan, broker, dealer or trader in stocks, securities or currencies, U.S. expatriate, controlled foreign corporation or passive foreign investment company;
•: a Non-U.S. Holder holding our common stock as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security;
•: a Non-U.S. Holder that holds or receives our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; or
•: a Non-U.S. Holder that at any time owns, directly, indirectly or constructively, 5% or more of our outstanding common stock.

In addition, this summary does not address any U.S. state or local, or non-U.S. or other tax consequences, or any U.S. federal income or estate tax consequences for beneficial owners of a Non-U.S. Holder, including shareholders of a controlled foreign corporation or passive foreign investment company that hold our common stock.

Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of owning and disposing of our common stock.

Distributions on Our Common Stock

As discussed under "Dividend Policy" above, we do not intend to pay cash dividends on our common stock for the foreseeable future. If we make distributions of cash or property (other than certain pro rata distributions of our common stock) with respect to our common stock, any such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-U.S. Holder's adjusted tax basis in its common stock and will reduce (but not below zero) such Non-U.S. Holder's adjusted tax basis in its common stock. Any remaining excess will be treated as gain from a disposition of our common stock subject to the tax treatment described below in "Sales or Other Dispositions of Our Common Stock."

Distributions on our common stock that are treated as dividends, and that are not effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States, generally will be subject to withholding of U.S. federal income tax at a rate of 30%. A Non-U.S. Holder may be eligible for a lower rate under an applicable income tax treaty between the United States and its jurisdiction of tax residence. In order to claim the benefit of an applicable income tax treaty, a Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) in accordance with the applicable certification and disclosure requirements. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our common stock.

Distributions on our common stock that are treated as dividends, and that are effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States will be taxed on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless the Non-U.S. Holder is eligible for and properly claims the benefit of an applicable income tax treaty and the dividends are not attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States, in which case the Non-U.S. Holder may be

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eligible for a lower rate under an applicable income tax treaty between the United States and its jurisdiction of tax residence). Dividends that are effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States will not be subject to the withholding of U.S. federal income tax discussed above if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. A Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may also be subject to a "branch profits" tax at a 30% rate (or a lower rate if the Non-U.S. Holder is eligible for a lower rate under an applicable income tax treaty) on the Non-U.S. Holder's earnings and profits (attributable to dividends on our common stock or otherwise) that are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States, subject to certain adjustments.

The certifications described above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S. Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their eligibility for benefits under a relevant income tax treaty and the manner of claiming such benefits.

The foregoing discussion is subject to the discussion below under "Backup Withholding and Information Reporting" and "FATCA Withholding."

Sales or Other Dispositions of Our Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax (including withholding thereof) on any gain recognized on sales or other dispositions of our common stock unless:

•: the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); in this case, the gain will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the manner applicable to United States persons (unless an applicable income tax treaty provides otherwise) and, if the Non-U.S. Holder is treated as a corporation for U.S. federal income tax purposes, the "branch profits tax" described above may also apply;
•: the Non-U.S. Holder is an individual who is present in the United States for more than 182 days in the taxable year of the disposition and meets certain other requirements; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. Holder is not considered a resident of the United States under the Code; or
•: we are or have been a "United States real property holding corporation" for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of disposition and (ii) the period that the Non-U.S. Holder held our common stock.

Generally, a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United States real property holding corporation, the tax relating to disposition of stock in a United States real

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property holding corporation generally will not apply to a Non-U.S. Holder whose holdings, direct, indirect and constructive, constituted 5% or less of our common stock at all times during the applicable period, provided that our common stock is "regularly traded on an established securities market" (as provided in applicable U.S. Treasury regulations) at any time during the calendar year in which the disposition occurs. However, no assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders should consult their own tax advisors regarding the possible adverse U.S. federal income tax consequences to them if we are, or were to become, a United States real property holding corporation.

The foregoing discussion is subject to the discussion below under "Backup Withholding and Information Reporting" and "FATCA Withholding."

Federal Estate Tax

Our common stock that is owned (or treated as owned) by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

Backup Withholding and Information Reporting

Backup withholding (currently at a rate of 28%) will not apply to payments of dividends on our common stock to a Non-U.S. Holder if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or otherwise qualifies for an exemption. However, the applicable withholding agent generally will be required to report to the IRS and to such Non-U.S. Holder payments of dividends on our common stock and the amount of U.S. federal income tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of a treaty or agreement.

The gross proceeds from sales or other dispositions of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If a Non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the sale or disposition proceeds are paid to the Non-U.S. Holder outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply to a payment of sale or disposition proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common stock through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless the broker has documentary evidence in its files that the Non-U.S. Holder is not a United States person and certain other conditions are met or the Non-U.S. Holder otherwise qualifies for an exemption.

If a Non-U.S. Holder receives payments of the proceeds of sales or other dispositions of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or otherwise qualifies for an exemption.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder's U.S. federal income tax liability (which may result in the Non-U.S. Holder being entitled to a refund), provided that the required information is timely furnished to the IRS.

FATCA Withholding

The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as "FATCA") impose U.S. federal withholding tax at a rate of 30% on payments to certain foreign entities of (i) U.S.-source dividends (including dividends paid on our common stock) and (ii) the gross proceeds from the sale or other disposition after December 31, 2016 (which date the IRS has announced it intends to extend to December 31, 2018) of property that produces U.S.-source dividends (including sales or other dispositions of our common stock). This withholding tax applies to a foreign entity, whether acting as a beneficial owner or an intermediary, unless such foreign entity complies with (i) certain information reporting requirements regarding its U.S. account holders and its U.S. owners and (ii) certain withholding obligations regarding certain payments to its account holders and certain other persons. Accordingly, the entity through which a Non-U.S. Holder holds its common stock will affect the determination of whether such withholding is required. Non-U.S. Holders are encouraged to consult their tax advisors regarding FATCA.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement, dated , 2015 we have agreed to sell to the underwriters named below, for whom Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as representatives, the following respective numbers of shares of common stock:

Underwriter		Number of Shares

Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated
Wells Fargo Securities, LLC
SunTrust Robinson Humphrey, Inc.
Raymond James & Associates, Inc.
Stephens Inc.

Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to additional shares at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per share. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total

	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$

We estimate that our out of pocket expenses for this offering will be approximately $ . We have agreed to reimburse the underwriters for expenses of approximately $ related to clearance of this offering with the Financial Industry Regulatory Authority, Inc., or FINRA.

The underwriters have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 (the "Securities Act") relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of

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the representatives for a period of 180 days after the date of this prospectus, except grants of employee stock options pursuant to the terms of the Option Plan and issuances pursuant to the exercise of employee stock options outstanding on the date hereof. The foregoing restriction, however, will not apply to issuances by us of up to 10% of our common stock issued and outstanding on the closing date of this offering in connection with an acquisition, business combination or joint venture formation, provided that each recipient of such common stock shall execute and deliver an agreement, substantially in the form described in the following paragraph, restricting the sale or other disposition of such common stock.

Our officers, directors and holders of substantially all of our common stock have agreed, subject to certain exceptions, that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus.

The underwriters have reserved for sale at the initial public offering price up to shares of the common stock for employees, directors and other persons associated with us who have expressed an interest in purchasing common stock in the offering. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list our shares of common stock on the New York Stock Exchange, under the symbol "GMS".

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
•: Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position

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can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives. In determining the initial public offering price, we and the representatives expect to consider a number of factors including:

•: the information set forth in this prospectus and otherwise available to the representatives;
•: our prospects and the history and prospects for the industry in which we compete;
•: an assessment of our management;
•: our prospects for future earnings;
•: the general condition of the securities markets at the time of this offering;
•: the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
•: other factors deemed relevant by the underwriters and us.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Other Relationships

The underwriters and their respective affiliates are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.

We expect that the underwriters and their respective affiliates will continue to perform various financial advisory, investment banking and lending services for us or our affiliates, from time to time in the future, for which they may receive customary fees and commissions. In the ordinary course of their various business activities, the underwriters and their respective affiliates may also make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such

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investment and securities activities may involve our securities and instruments (directly, as collateral securing other obligations or otherwise). The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. In addition, certain of the underwriters or their respective affiliates, including affiliates of Credit Suisse Securities (USA) LLC, as administrative agent, collateral agent, documentation agent, joint lead arranger and joint bookrunner, RBC Capital Markets, LLC, as syndication agent and a joint lead arranger and joint bookrunner, Wells Fargo Securities, LLC, as administrative agent and collateral agent, and SunTrust Robinson Humphrey, Inc., as a documentation agent, are lenders or agents or managers for the lenders under the ABL Facility and the Term Loan Facilities.

Selling Restrictions

Notice to Prospective Investors in the United Kingdom

This document and any other materials in relation to the shares described herein are only being distributed to and are only directed at persons in the UK who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who are also: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. This document and its contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the UK. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to, the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, us or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority, or FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each a "Relevant Member State", from and including the date on which the European Union Prospectus Directive, or the Prospectus Directive, was implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of shares described in this prospectus

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may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of shares described in this prospectus may be made to the public in that Relevant Member State at any time:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by us for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares referred to in (a) to (c) above shall require the Company or the relevant dealer or dealers nominated by the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially subscribes for any shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the relevant dealer or dealers nominated by the Company and the Company that it is a qualified investor within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Fried, Frank, Harris, Shriver & Jacobson LLP owns an indirect interest in less than 1% of our common stock through limited partnership interests in funds associated with AEA. Debevoise & Plimpton LLP, New York, New York is acting as counsel to the underwriters.

EXPERTS

The consolidated financial statements as of April 30, 2015 and 2014 (Successor) and for the fiscal year ended April 30, 2015 (Successor), for the period from April 1, 2014 to April 30, 2014 (Successor), for the period from May 1, 2013 to March 31, 2014 (Predecessor) and for the fiscal year ended April 30, 2013 (Predecessor), included in this prospectus, have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the common stock to be sold in this offering. As allowed by SEC rules, this prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. For further information about us and our common stock, you should refer to the registration statement, including all amendments, supplements, schedules and exhibits thereto.

Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information we file with or furnish to the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC's website at www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

GMS Inc.
100 Crescent Centre Parkway, Suite 800
Tucker, Georgia 30084
Attention: Chief Financial Officer
(800) 392-4619

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can request copies of these documents, for a copying fee, by writing to the SEC. We intend to furnish our stockholders with annual reports containing financial statements audited by our independent auditors.

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GMS Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page

Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets July 31, 2015 and April 30, 2015 (unaudited)			F-2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) Three Months Ended July 31, 2015 and 2014 (unaudited)			F-3
Condensed Consolidated Statements of Cash Flows Three Months Ended July 31, 2015 and 2014 (unaudited)			F-4
Notes to Condensed Consolidated Financial Statements Three Months Ended July 31, 2015 and 2014 (unaudited)			F-5
Audited Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm			F-17
Consolidated Balance Sheets April 30, 2015 and 2014			F-19
Consolidated Statements of Operations and Comprehensive Income (Loss) Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From May 1, 2013 to March 31, 2014 (Predecessor) and Year Ended April 30, 2013			F-20
Consolidated Statements of Stockholders' Equity (Deficit) Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From May 1, 2013 to March 31, 2014 (Predecessor) and Year Ended April 30, 2013			F-21
Consolidated Statements of Cash Flows Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From May 1, 2013 to March 31, 2014 (Predecessor) and Year Ended April 30, 2013			F-22
Notes to Consolidated Financial Statements Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From May 1, 2013 to March 31, 2014 (Predecessor) and Year Ended April 30, 2013			F-23

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GMS Inc.

Condensed Consolidated Balance Sheets

July 31, 2015 and April 30, 2015

(in thousands of dollars, except share data, unaudited)

	July 31, 2015			April 30, 2015

Assets
Current assets:
Cash and cash equivalents	$	13,167		$	12,284
Trade accounts and notes receivable, net of allowances of $8,865 and $8,633, respectively		236,339			214,321
Inventories, net		147,183			147,603
Deferred income tax assets, net		10,031			9,836
Prepaid expenses and other current assets		19,377			42,936

Total current assets		426,097			426,980

Property and equipment, net of accumulated depreciation of $42,211 and $35,306, respectively		154,872			158,824
Goodwill		342,030			342,411
Intangible assets, net		206,970			215,762
Other assets		9,925			10,599

Total assets	$	1,139,894		$	1,154,576



Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	80,396		$	77,834
Accrued compensation and employee benefits		21,863			48,069
Other accrued expenses and current liabilities		45,795			57,172
Current portion of long-term debt		7,988			6,759
Revolving credit facility		41,796			16,950

Total current liabilities		197,838			206,784

Non-current liabilities:
Long-term debt, less current portion		532,989			533,275
Deferred income taxes, net		61,598			65,371
Other liabilities		31,490			23,222
Liabilities to noncontrolling interest holders, less current portion		25,219			28,452

Total liabilities		849,134			857,104

Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, authorized 5,000,000 shares; 3,233,682 and 3,224,838 shares issued at July 31, 2015 and April 30, 2015, respectively		32			32
Additional paid-in capital		331,783			330,180
Accumulated deficit		(37,711	)		(32,750	)
Accumulated other comprehensive (loss) income		(171	)		10
Treasury stock, $0.01 par value, 21,156 and 0 shares held in treasury at July 31, 2015 and April 30, 2015, respectively		(3,173	)		—

Total stockholders' equity		290,760			297,472

Total liabilities and stockholders' equity	$	1,139,894		$	1,154,576

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GMS Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

	Successor

	Three Months Ended
	July 31, 2015			July 31, 2014
Net sales	$	452,441		$	394,409
Cost of sales (exclusive of depreciation and amortization shown separately below)		311,553			279,542

Gross profit		140,888			114,867

Operating expenses:
Selling, general and administrative		110,210			96,292
Depreciation and amortization		16,065			16,844

Total operating expenses		126,275			113,136

Operating income (loss)		14,613			1,731
Other (expense) income:
Interest expense		(9,257	)		(9,137	)
Other income, net		510			619

Total other (expense), net		(8,747	)		(8,518	)

Income (loss) before taxes		5,866			(6,787	)
Provision for (benefit from) income taxes		3,080			(714	)

Net income (loss)	$	2,786		$	(6,073	)



Weighted average shares outstanding:
Basic		3,216,916			3,183,870
Diluted		3,232,004			3,183,870
Net income (loss) per share:
Basic	$	0.87		$	(1.91	)



Diluted	$	0.86		$	(1.91	)



Comprehensive income (loss):
Net income (loss)	$	2,786		$	(6,073	)
Decrease in fair value of financial instrument, net of tax		(181	)		—

Comprehensive income (loss)	$	2,605		$	(6,073	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GMS Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, unaudited)

	Three Months Ended

	July 31, 2015			July 31, 2014
Cash flows from operating activities:
Net income (loss)	$	2,786		$	(6,073	)
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Depreciation and amortization of property and equipment		7,279			9,290
Accretion and amortization of debt discount and deferred financing fees		854			846
Amortization of intangible assets		8,792			7,560
Provision for losses on accounts and notes receivable		(1	)		58
Provision for obsolescence of inventory		43			986
Equity-based compensation		1,172			2,347
(Gain) loss on sales of assets		(125	)		450
Deferred income tax (benefit) expense		(3,866	)		(9,571	)
Loss on impairment of property and equipment		100			—
Prepaid expenses and other assets		(4,144	)		(914	)
Accrued compensation and employee benefits		(26,880	)		(12,133	)
Other accrued expenses and liabilities		11,429			3,799
Liabilities to noncontrolling interest holders		473			431
Income taxes		2,457			8,504

		369			5,580
Changes in primary working capital components:
Trade accounts and notes receivable		(21,834	)		(24,226	)
Inventories		377			(1,557	)
Accounts payable		2,677			10,274

Cash (used in) operating activities		(18,411	)		(9,929	)

Cash flows from investing activities:
Purchases of property and equipment		(1,465	)		(3,697	)
Proceeds from sale of assets		430			402

Cash used in investing activities		(1,035	)		(3,295	)

Cash flows from financing activities:
Repayments on the revolving credit facility		(136,243	)		(17,063	)
Borrowings from the revolving credit facility		161,089			17,063
Payments of principal on long-term debt		(975	)		(975	)
Principal repayments of capital lease obligations		(1,032	)		(1,080	)
Stock repurchases		(5,827	)		—
Exercise of stock options		3,317			—

Cash provided by (used in) financing activities		20,329			(2,055	)

Increase (decrease) in cash and cash equivalents		883			(15,279	)
Balance, beginning of period		12,284			32,662

Balance, end of period	$	13,167		$	17,383



Supplemental cash flow disclosures:
Cash paid for income taxes	$	4,515		$	518
Cash paid for interest		7,943			5,341
Supplemental schedule of noncash activities:
Assets acquired under capital lease	$	2,283		$	1,303
Change on fair value of derivative instrument		(282	)		—
Decrease in insurance claims payable and insurance recoverable		(26,000	)		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GMS Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies

The terms "we," "our," "us", "Successor" or the "Company" refer to GMS Inc. and its subsidiaries. When such terms are used in this manner throughout the notes to the condensed consolidated financial statements, they are in reference only to the corporation, GMS Inc. and its subsidiaries, and are not used in reference to the Board of Directors, corporate officers, management, or any individual employee or group of employees.

On April 1, 2014, GYP Holdings I Corp., or the Successor, acquired, through its wholly-owned entities, GYP Holdings II Corp. and GYP Holdings III Corp., all of the capital stock of Gypsum Management and Supply, Inc. (the "Predecessor"). Successor is majority owned by certain affiliates of AEA Investors LP, or "AEA", and certain of our other stockholders. We refer to this acquisition as the "Acquisition" and April 1, 2014 as the "Acquisition Date". We were previously known as GYP Holdings I Corp. and changed our name to GMS Inc. on July 6, 2015.

We have no independent operations and our only asset is our investment in the Predecessor.

The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission that permit reduced disclosure for interim periods. The condensed consolidated balance sheet as of April 30, 2015 was derived from audited financial statements, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America ("GAAP").

In Management's opinion, the unaudited financial information for the interim periods presented includes all adjustments necessary for a fair statement of the results of operations, financial position, and cash flows. All adjustments are of a normal recurring nature unless otherwise disclosed. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. For a more complete discussion of the Company's significant accounting policies and other information, you should read these unaudited condensed consolidated financial statements in conjunction with the annual audited consolidated financial statements included elsewhere in this prospectus, which include all disclosures required by GAAP.

Business

Founded in 1971, we are a distributor of specialty building products including wallboard, suspended ceilings systems, or ceilings, steel framing and other complementary specialty building products. We purchase products from a large number of manufacturers and then distribute these goods to a customer base consisting of wallboard and ceilings contractors and homebuilders, and to a lesser extent, general contractors and individuals. We have created a national footprint with more than 155 branches across 36 states.

Principles of Consolidation

The Condensed Consolidated Financial Statements present the results of operations, financial position and cash flows of the Company and its subsidiaries. All material intercompany balances and

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

transactions have been eliminated. Results of operations of businesses acquired are included from their respective dates of acquisition.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Insurance Liabilities

The Company is self-insured for certain losses related to medical claims. The Company has deductible-based insurance policies for certain losses related to general liability, automobile and workers' compensation. The deductible amount is $500. The Company has stop-loss coverage to limit the exposure arising from claims. The coverage consists of a primary layer and an excess layer. The primary layer of coverage is from $500 to $2,000 and the excess layer covers claims from $2,000 to $100,000. The expected ultimate cost for claims incurred as of the balance sheet date is not discounted and is recognized as a liability. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using loss development factors and actuarial assumptions followed in the insurance industry and historical loss development experience.

At July 31, 2015 and April 30, 2015, the aggregate liabilities for medical self-insurance were $2,530 and $2,468, respectively, and are recorded in "Other liabilities" within the Condensed Consolidated Balance Sheets. At July 31, 2015 and April 30, 2015, reserves for general liability, automobile and workers' compensation totaled approximately $11,343 and $36,808 respectively, and are recorded in "Other accrued expenses and current liabilities" and "Other liabilities" in the Condensed Consolidated Balance Sheets, the majority of which relate to an insured automobile claim, subject to a $500 deductible. In fiscal 2015, the claim was settled by our insurance carrier in the amount of approximately $26,000 and was paid by our insurance carrier in full, subject to the deductible, during the three months ended July 31, 2015. At July 31, 2015 and April 30, 2015, recoveries for general liability, automobile and workers' compensation, totaled approximately $4,714 and $30,714, respectively and are recorded in "Prepaid expenses and other current assets" and "Other assets" in the Condensed Consolidated Balance Sheets.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The carrying values of cash and cash equivalents, receivables, accounts payable, other current liabilities and accrued interest approximates fair value due to its short-term nature. Based on borrowing rates available to the Company for loans with similar terms, the carrying values of the

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GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

ABL Facility and other debt approximates fair value. The Term Loan Facilities approximate fair value as the debt was issued on the Acquisition Date and interest rates have not changed significantly.

Accounting guidance establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:


	Level 1		Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
	Level 2		Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
	Level 3		Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.

As discussed in Note 5, we have recorded stock appreciation rights, deferred compensation and redeemable noncontrolling interests at their expected fair values. The determination of these fair values is based on level 3 inputs. These inputs include a volatility rate based on comparable entities, a discount rate, and the expected time to redemption of the liabilities, historical values of the book equity of certain subsidiaries, and market information for comparable entities. The use of these inputs to derive the fair value of the liabilities at a point in time can result in volatility to the financial statements to our current and projected financial results.

Stock Appreciation Rights, Deferred Compensation and Liabilities to Noncontrolling Interest Holders

Certain subsidiaries have equity based compensation agreements with the subsidiary's employees and minority shareholders. These agreements are stock appreciation rights, deferred compensation agreements, and liabilities to noncontrolling interest holders. Since these agreements are typically settled in cash or notes, and do not meet the criteria established by ASC 718, " Compensation—Stock Compensation " to be accounted for in "Stockholders' equity", they are accounted for as liability awards. See Note 5.

Treasury Stock

In the three months ended July 31, 2015, we repurchased 38,844 shares of our common stock at a cost of $5,827 in connection with our separation agreement with a former employee. We then reissued 17,688 of these shares for proceeds of $2,211. The difference between the cost of the treasury stock and the proceeds from its reissuance was accounted for, using the "cost" method, as an increase to "Accumulated deficit" of $442.

Net Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of outstanding common shares for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if instruments that may require the issuance of common shares in

F-7

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

the future were settled and the underlying common shares were issued. Diluted earnings (loss) per share is computed by increasing the weighted-average number of outstanding common shares computed in basic earnings (loss) per share to include the dilutive effect of stock options and other equity-based instruments held by the Company's employees and directors during each period. In periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share.

Diluted net earnings (loss) per common share equals basic net earnings (loss) per common share for the three months ended July 31, 2014, as the effect of stock options and other equity-based instruments (collectively "stock-based compensation securities") are anti-dilutive because the Company incurred losses from continuing operations in those periods.

Recent Accounting Pronouncements

Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Entities have the option of using either a full retrospective or modified approach to adopt the guidance. In July 2015, the FASB decided on a one-year delay in the effective date of ASU 2014-09, to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and a permission to early adopt for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09.

2. Business Acquisitions

The Company operates in a highly fragmented industry. A key component of the Company's strategy is growth through acquisition that expands its geographic coverage, provides complementary lines of business and increases its market share.

F-8

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

2. Business Acquisitions (Continued)

client relationships, tradenames, and excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed as "Goodwill" in the accompanying Condensed Consolidated Financial Statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence. The results of operations are reflected in the Condensed Consolidated Financial Statements of the Company from the date of acquisition.

(a) 2015 Acquisitions

In fiscal 2015, the Company completed the following acquisitions, with an aggregate purchase price of $73,072, comprised of $66,709 net cash consideration and $6,363 of contingent consideration.

Company name	Form of acquisition	Date of acquisition

Contractors' Choice Supply, Inc.	Purchase of net assets	August 1, 2014
Drywall Supply, Inc.	Purchase of net assets	October 1, 2014
Allsouth Drywall Supply Company	Purchase of net assets	November 24, 2014
Serrano Supply, Inc.	Purchase of net assets	February 2, 2015
Ohio Valley Building Products, LLC	Purchase of net assets	February 16, 2015
J&B Materials, Inc.	Purchase of net assets	March 16, 2015

The preliminary allocation of consideration for these acquisitions is summarized as follows:

	Preliminary purchase price allocation April 30, 2015			Adjustments/ Reclassifications			Preliminary purchase price allocation July 31, 2015

Trade accounts and notes receivable	$	14,935		$	59		$	14,994
Inventories		8,760			—			8,760
Property and equipment		5,116			—			5,116
Other assets		76			—			76
Tradenames		3,260			—			3,260
Customer relationships		30,840			—			30,840
Goodwill		21,675			(381	)		21,294
Liabilities assumed		(11,268	)		—			(11,268	)

Purchase price	$	73,394		$	(322	)	$	73,072

During the first quarter of fiscal 2016, the Company recorded adjustments to working capital resulting in a decrease in total consideration paid of $322. Goodwill of $21,294 and other intangible assets of $34,100 are expected to be deductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. The Company expects to complete

F-9

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

2. Business Acquisitions (Continued)

the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

3. Long-Term Debt

"Long-term debt" at July 31, 2015 and April 30, 2015 consists of the following:

	July 31, 2015		April 30, 2015

First Lien Term Loan due 2021(1)(2)	$	375,639	$	376,180
Second Lien Term Loan due 2022(3)(4)		153,819		153,585
Capital lease obligations, at an annual rate of 5.25%, due in monthly installments through August 2022		9,879		8,628
Installment notes at fixed rates up to 2.7%, due in monthly and annual installments through April 2021		1,640		1,641

		540,977		540,034
Less: Current portion		7,988		6,759

Total long-term debt	$	532,989	$	533,275

(1): Net of unamortized discount of $1,568 and $1,640 as of July 31, 2015 and April 30, 2015, respectively.
(2): Net of deferred financing costs of $7,918 and $8,280 as of July 31, 2015 and April 30, 2015, respectively.
(3): Net of unamortized discount of $1,333 and $1,384 as of July 31, 2015 and April 30, 2015, respectively.
(4): Net of deferred financing costs of $4,848 and $5,031 as of July 31, 2015 and April 30, 2015, respectively.

4. Income Taxes

Under ASC 740-270, Income Taxes—Interim Reporting ("ASC 740-270"), each interim period is considered an integral part of the annual period and tax expense (benefit) is measured using an estimated annual effective income tax rate. Estimates of the annual effective income tax rate at the end of interim periods are, of necessity, based on evaluation of possible future events and transactions and may be subject to subsequent refinement or revision. The Company forecasts its estimated annual effective income tax rate and then applies that rate to its year-to-date pre-tax ordinary income (loss), subject to certain loss limitation provisions. In addition, certain specific transactions are excluded from the Company's estimated annual effective tax rate computation, but are discretely recognized within income tax expense (benefit) in their respective interim period. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense (benefit) in future periods.

The Company evaluates its deferred tax assets quarterly to determine if valuation allowances are required. In assessing the realizability of deferred tax assets, the Company considers both positive and

F-10

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

4. Income Taxes (Continued)

negative evidence in determining whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The primary negative evidence considered includes the cumulative operating losses generated in prior periods. The primary positive evidence considered includes the reversal of deferred tax liabilities related to depreciation and amortization that would occur within the same jurisdiction and during the carry forward period necessary to absorb the Federal and state net operating losses and other deferred tax assets. The reversal of such liabilities would utilize the Federal and state net operating losses and other deferred tax assets.

Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carry-forwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.

The Company has valuation allowances of $143 against its deferred tax assets related to certain tax jurisdictions as of July 31, 2015 and April 30, 2015. To the extent the Company generates sufficient taxable income in the future to utilize the tax benefits of the net deferred tax assets on which a valuation allowance is recorded, the effective tax rate may decrease as the valuation allowance is reversed.

The effective income tax rate on continuing operations for the three months ended July 31, 2015 was 52.5% compared to an effective income tax rate of 10.5% for the three months ended July 31, 2014. The effective tax rate varies from the statutory rates primarily due to the non-deductibility of certain interest expense in certain states and permanent non-deductible items. The increase in the rate from the three months ended July 31, 2014 to the three months ended July 31, 2015 is due to the generation of pre-tax operating profit. These rates do not differ materially from the estimated annual effective tax rates.

The Company has no material uncertain tax positions as of July 31, 2015 and April 30, 2015.

5. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

Certain subsidiaries have equity based compensation arrangements with certain of the subsidiary's employees and minority shareholders. These arrangements are stock appreciation rights, deferred compensation agreements and liabilities to noncontrolling interest holders. Since these arrangements are typically settled in cash or notes, and do not meet the criteria established by ASC 718 to be accounted for in "Stockholders' equity", they are accounted for as liability awards. As a result of the transition guidance stated within ASC 718, we have recorded these liability awards at fair value as of July 31, 2015. The impact of the application of this transition guidance was recognized as an increase to "Accumulated deficit" as of July 31, 2015. The total impact of applying the transition guidance was $7,305.

F-11

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

5. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Continued)

	As of July 31, 2015

Stock appreciation rights as of April 30, 2015 (at book value)	$	8,069
Compensation expense recorded prior to transition guidance adjustment		594
Change in value as a result of transition guidance in ASC 718		11,245

Stock appreciation rights as of July 31, 2015 (at fair value)	$	19,908

Deferred compensation —Subsidiaries' shareholders have entered into other deferred compensation agreements that granted the shareholders a payment based on a percentage in excess of book value, adjusted for certain provisions, upon an occurrence as defined in the related agreements, which are called "Buy Sell" agreements. Current liabilities related to these plans of $11 were recorded as components of "Accrued compensation and employee benefits" at July 31, 2015 and April 30, 2015. The remaining liabilities related to these plans of $3,326 and $3,479 were recorded as components of "Other liabilities" at July 31, 2015 and April 30, 2015, respectively. These instruments are redeemed in cash or installment notes, generally paid in annual installments generally over the five years following termination of employment. Below is a summary of changes to the liability:

	As of July 31, 2015

Deferred compensation as of April 30, 2015 (at book value)	$	3,490
Compensation expense recorded prior to transition guidance adjustment		81
Change in value as a result of transition guidance in ASC 718		(234	)

Deferred compensation as of July 31, 2015 (at fair value)	$	3,337

Liabilities to noncontrolling interest holders —As described in Note 1, noncontrolling interests were issued to certain employees of the subsidiaries. All of the noncontrolling interest awards are subject to mandatory redemption on termination of employment for any reason. These instruments are redeemed in cash or installment notes, generally paid in annual installments generally over the five years following termination of employment.

F-12

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

5. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Continued)

Liabilities related to these agreements are classified as share based liability awards and are measured at intrinsic value under ASC 718. Intrinsic value is determined to be the stated redemption value of the shares. Under the terms of the employee agreements, the redemption value is determined based on the book value of the subsidiary, as adjusted for certain items. The aggregate redemption values of this obligation as of July 31, 2015 and April 30, 2015 were $30,512 and $30,039, respectively. As of July 31, 2015, the total fair value of these liabilities was $26,806. Amounts expected to be paid in the next year are included in "Accrued compensation and employee benefits" at July 31, 2015 in the amount of $1,587. Long term liabilities of $25,219 related to this plan were recorded to "Liabilities to noncontrolling interest holders, less current portion" at July 31, 2015. Below is a summary of changes to the liability:

	As of July 31, 2015

Non-controlling interests as of April 30, 2015 (at book value)	$	30,039
Compensation expense recorded prior to transition guidance adjustment		473
Change in value as a result of transition guidance in ASC 718		(3,706	)

Non-controlling interests as of July 31, 2015 (at fair value)	$	26,806

In connection with the Acquisition, noncontrolling interest holders had the option to convert their interests in the subsidiaries into the Company. Noncontrolling interests of $32,545 were converted into the Company's common shares at the date of the Acquisition.

Upon the termination of employment or other triggering events including death or disability of the noncontrolling stockholders in the Company's subsidiaries, we are obligated to purchase, or redeem, the noncontrolling interests at either an agreed upon price or a formula value provided in the stockholder agreements. This formula value is typically based on the book value per share of the subsidiary's equity, including certain adjustments.

6. Transactions With Related Parties

The Company leases office and warehouse facilities from partnerships owned by certain stockholders of GMS Inc. and its subsidiaries. At July 31, 2015, these leases had expiration dates through fiscal 2020. Rent expense related to these leases included in the accompanying Condensed Consolidated Financial Statements approximated $493 and $232 for three months ended July 31, 2015 and 2014, respectively, and are recorded in "Selling, general and administrative" expenses.

The Company purchases inventories from its former subsidiary, Southern Wall Products, Inc. ("SWP"), on a continuing basis. Certain stockholders of the Company are stockholders of SWP, which was spun-off from Gypsum Management and Supply, Inc. on August 31, 2012. The Company purchased inventory from SWP for distribution in the amount of $3,275 and $3,115 in the three months ended July 31, 2015 and 2014, respectively. Amounts due to SWP for purchases of inventory for distribution as of July 31, 2015 and April 30, 2015 were $1,188 and $943, respectively, and are included in

F-13

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

6. Transactions With Related Parties (Continued)

"Accounts payable". Purchases between Gypsum Management and Supply, Inc. and SWP prior to the spin-off were accounted for as intercompany transactions and eliminated in consolidation.

The Company has a management agreement in place with AEA Investors LP. The agreement requires the Company to pay AEA an annual management fee of $2,250 per year following the Acquisition for advisory and consulting services. The fee is payable in quarterly installments of $563 in advance of the upcoming calendar quarter on the first day, and is included in "Selling, general and administrative" expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

7. Commitments and Contingencies

Litigation, Claims and Assessment

The Company is a defendant in various lawsuits and administrative actions associated with personal injuries, claims of former employees, and other events arising in the normal course of business. As discussed in Note 1 "—Insurance Liabilities", the Company records liabilities for these claims, and assets for amounts recoverable from the insurer, for these claims covered by insurance.

8. Segments

The Company applies the provisions of ASC Topic 280, " Segment Reporting ." ASC 280, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products, major customers and the geographies in which the entity holds material assets and reports revenue. An operating segment is defined as a component that engages in business activities whose operating results are reviewed by the chief operating decision maker ("CODM") and for which discrete financial information is available. For purposes of evaluation under these segment reporting principles, the CODM assesses the Company's ongoing performance based on the periodic review of net sales, Adjusted EBITDA and certain other measures for each of the operating segments. Based on the provisions of ASC 280, the Company has determined that it has seven operating segments. These operating segments are based on the six geographic divisions, which are Central, Northeast, Southern, Southeast, Southwest and Western, and Tool Source Warehouse, Inc. Due to similarities between the geographic operating segments, we have aggregated them into one reportable segment in accordance with ASC 280. The accounting policies of the operating segments are the same as those described in the summary of significant policies. In addition to our reportable segment, the Company's consolidated results include "other," and is comprised of corporate activities and Tool Source Warehouse, Inc., which functions primarily as an internal distributor of tools. Net sales, Adjusted EBITDA and certain other

F-14

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

8. Segments (Continued)

measures for the reportable segment and total continuing operations for the periods indicated are as follows:

	Three Months Ended July 31, 2015

	Three Months Ended July 31, 2015								July 31, 2015
					Depreciation & amortization		Adjusted EBITDA		July 31, 2015
	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA		Total assets
Geographic divisions	$	445,068	$	139,580	$	15,992	$	34,015	$	1,127,830
Other		7,373		1,308		73		98		12,064

	$	452,441	$	140,888	$	16,065	$	34,113	$	1,139,894

	Three Months Ended July 31, 2014

	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA
Geographic divisions	$	388,619	$	113,612	$	16,784	$	30,231
Other		5,790		1,255		60		54

	$	394,409	$	114,867	$	16,844	$	30,285

The Company does not earn revenues or have long-lived assets located in foreign countries. In accordance with the enterprise-wide disclosure requirements of ASC 280, the Company's net sales from external customers by main product lines are as follows for the three months ended July 31, 2015 and 2014, respectively:

	Three Months Ended July 31, 2015				Three Months Ended July 31, 2014

	(dollars in thousands)
Wallboard	$	210,922	46.6	%	$	177,212	44.9	%
Ceilings		78,967	17.5	%		71,852	18.2	%
Steel Framing		67,332	14.9	%		63,819	16.2	%
Other Products		95,220	21.0	%		81,526	20.7	%

Total Net Sales	$	452,441			$	394,409

F-15

Table of Contents

GMS Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended July 31, 2015 and 2014

(in thousands of dollars, except for share and per share data, unaudited)

9. Earnings (Loss) Per Common Share

The following table sets forth the computation of basic and diluted earnings (loss) per share of common stock for the three months ended July 31, 2015 and July 31, 2014:

	Three months ended

	July 31, 2015		July 31, 2014
Net income (loss)	$	2,786	$	(6,073	)



Basic earnings (loss) per common share:
Basic weighted average shares outstanding per common share		3,216,916		3,183,870

Basic earnings (loss) per common share	$	0.87	$	(1.91	)



Diluted earnings (loss) per common share:
Basic weighted average shares outstanding per common share		3,216,916		3,183,870
Add: Shares of common stock assumed issued upon exercise of stock options		15,088		—

Diluted weighted average shares outstanding per common share		3,232,004		3,183,870



Diluted earnings (loss) per common share	$	0.86	$	(1.91	)

F-16

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
GMS Inc.

In our opinion, the accompanying consolidated balance sheets as of April 30, 2015 and April 30, 2014 and the related consolidated statements of operations and comprehensive income (loss), of stockholders' equity (deficit) and of cash flows for the year ended April 30, 2015 and for the period from April 1, 2014 to April 30, 2014 present fairly, in all material respects, the financial position of GMS Inc. and its subsidiaries (Successor) as of April 30, 2015 and April 30, 2014 and the results of their operations and their cash flows for the year ended April 30, 2015 and for the period from April 1, 2014 to April 30, 2014 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
July 28, 2015

F-17

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Gypsum Management and Supply, Inc.

In our opinion, the accompanying consolidated statements of operations and comprehensive income (loss), of stockholders' equity (deficit) and of cash flows for the period from May 1, 2013 to March 31, 2014 and for the year ended April 30, 2013 present fairly, in all material respects, the results of operations and cash flows of Gypsum Management and Supply, Inc. and its subsidiaries (Predecessor) for the period from May 1, 2013 to March 31, 2014 and for the year ended April 30, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
July 28, 2015

F-18

Table of Contents

GMS Inc.

Consolidated Balance Sheets

April 30, 2015 and 2014

(in thousands of dollars, except share data)

	April 30, 2015			April 30, 2014

Assets
Current assets:
Cash and cash equivalents	$	12,284		$	32,662
Trade accounts and notes receivable, net of allowances of $8,633 and $2,752, respectively		214,321			188,612
Inventories, net		147,603			135,309
Deferred income tax assets, net		9,836			14,200
Prepaid expenses and other current assets		42,936			19,222

Total current assets		426,980			390,005

Property and equipment, net		158,824			173,211
Goodwill		342,411			320,736
Intangible assets, net		215,762			213,619
Other assets		10,599			24,780

Total assets	$	1,154,576		$	1,122,351



Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	77,834		$	70,106
Accrued compensation and employee benefits		48,069			35,829
Other accrued expenses and current liabilities		57,172			30,516
Current portion of long-term debt		6,759			6,085
Revolving credit facility		16,950			—

Total current liabilities		206,784			142,536

Non-current liabilities:
Long-term debt, less current portion		533,275			532,700
Deferred income taxes, net		65,371			89,293
Other liabilities		23,222			28,674
Liabilities to noncontrolling interest holders, less current portion		28,452			29,714

Total liabilities		857,104			822,917

Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, authorized 5,000,000 shares; 3,224,838 and 3,183,870 shares issued and outstanding at April 30, 2015 and 2014, respectively		32			32
Additional paid-in capital		330,180			318,355
Accumulated deficit		(32,750	)		(18,953	)
Accumulated other comprehensive income		10			—

Total stockholders' equity		297,472			299,434

Total liabilities and stockholders' equity	$	1,154,576		$	1,122,351

The accompanying notes are an integral part of these consolidated financial statements.

F-19

Table of Contents

GMS Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From
May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

	Successor						Predecessor

	Year Ended April 30, 2015			April 1 - April 30, 2014			May 1, 2013 - March 31, 2014			Year Ended April 30, 2013


Net sales	$	1,570,085		$	127,332		$	1,226,008		$	1,161,610
Cost of sales (exclusive of depreciation and amortization shown separately below)		1,091,114			97,955			853,020			824,331

Gross profit		478,971			29,377			372,988			337,279

Operating expenses:
Selling, general and administrative		396,155			46,052			352,930			295,289
Depreciation and amortization		64,165			6,336			12,253			11,627

Total operating expenses		460,320			52,388			365,183			306,916

Operating income (loss)		18,651			(23,011	)		7,805			30,363
Other (expense) income:
Interest expense		(36,396	)		(2,954	)		(4,226	)		(4,413	)
Change in fair value of financial instruments		(2,494	)		—			—			—
Change in fair value of mandatorily redeemable common shares		—			—			(200,004	)		(198,212	)
Other income, net		1,916			149			2,187			1,169

Total other (expense), net		(36,974	)		(2,805	)		(202,043	)		(201,456	)

(Loss) before taxes		(18,323	)		(25,816	)		(194,238	)		(171,093	)
(Benefit from) provision for income taxes		(4,526	)		(6,863	)		6,623			11,534

Net (loss)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)



Weighted average shares outstanding:
Basic and diluted		3,194,566			3,183,870
Basic and diluted (loss) earnings per share	$	(4.32	)	$	(5.95	)



Comprehensive (loss):
Net (loss)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)
Increase in fair value of financial instrument, net of tax		10			—			—			—

Comprehensive (loss)	$	(13,787	)	$	(18,953	)	$	(200,861	)	$	(182,627	)

The accompanying notes are an integral part of these consolidated financial statements.

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GMS Inc.

Consolidated Statements of Stockholders' Equity (Deficit)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except share data)

	Common Stock									Accumulated Other Comprehensive Income

	Common Stock				Additional Paid-in Capital		Accumulated Deficit					Total Stockholders' Equity (Deficit)
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit					Total Stockholders' Equity (Deficit)
Predecessor
Balances at May 1, 2012		—	$	—	$	—	$	(84,630	)	$	—	$	(84,630	)
Net (loss)								(182,627	)		—		(182,627	)
Spin off of subsidiary								(7,589	)		—		(7,589	)

Balances at April 30, 2013		—	$	—	$	—	$	(274,846	)	$	—	$	(274,846	)
Net (loss)								(200,861	)		—		(200,861	)

Balances at March 31, 2014		—	$	—	$	—	$	(475,707	)	$	—	$	(475,707	)





Successor
Balances at April 1, 2014		—	$	—	$	—	$	—		$	—	$	—
Capital contribution		3,183,870		32		318,355		—			—		318,387
Net (loss)		—		—		—		(18,953	)		—		(18,953	)

Balances at April 30, 2014		3,183,870	$	32	$	318,355	$	(18,953	)	$	—	$	299,434
Net (loss)		—		—		—		(13,797	)		—		(13,797	)
Sales of common stock		40,968		—		5,370		—			—		5,370
Equity-based compensation		—		—		6,455		—			—		6,455
Increase in fair value of financial instrument, net of tax		—		—		—		—			10		10

Balances at April 30, 2015		3,224,838	$	32	$	330,180	$	(32,750	)	$	10	$	297,472

The accompanying notes are an integral part of these consolidated financial statements.

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GMS Inc.

Consolidated Statements of Cash Flows

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor), Period From
May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars)

	Successor						Predecessor

	Year Ended April 30, 2015			April 1 - April 30, 2014			May 1, 2013 - March 31, 2014			Year Ended April 30, 2013


Cash flows from operating activities:
Net (loss)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property and equipment		32,208			3,818			12,215			11,656
Accretion and amortization of debt discount and deferred financing fees		3,374			275			516			563
Amortization of intangible assets		31,957			2,518			38			72
Change in fair value of mandatorily redeemable common shares		—			—			200,004			198,212
Provision for losses on accounts and notes receivable		(233	)		856			1,262			2,067
Provision for obsolescence of inventory		1,077			—			—			—
Equity-based compensation		9,012			113			1,940			1,384
Loss (gain) on sales of assets		916			170			(1,762	)		(2,231	)
Loss (gain) on fair value of financial instruments		2,494			—			(208	)		313
Deferred income tax (benefit) expense		(19,564	)		(6,893	)		(7,097	)		41
Loss on impairment of property and equipment		173			—			728			—
Prepaid expenses and other assets		1,989			(7,138	)		(342	)		(6,986	)
Accrued compensation and employee benefits		8,204			3,434			9,721			463
Other accrued expenses and liabilities		9,170			7,561			47,612			9,846
Liabilities to noncontrolling interest holders		1,862			40			737			(1,356	)
Income taxes		(905	)		(757	)		(850	)		1,773

		67,937			(14,956	)		63,653			33,190
Changes in primary working capital components:
Trade accounts and notes receivable		(11,649	)		(18,120	)		(9,640	)		(24,255	)
Inventories		(4,610	)		9,861			(19,286	)		(5,630	)
Accounts payable		(3,655	)		8,290			1,332			10,011

Cash provided by (used in) operating activities		48,023			(14,925	)		36,059			13,316

Cash flows from investing activities:
Purchases of property and equipment		(13,940	)		(434	)		(7,736	)		(16,923	)
Proceeds from sale of assets		3,807			161			4,411			2,502
Purchase of financial instruments		(4,638	)		—			—			—
Acquisition of Gypsum Management and Supply, Inc., net of cash acquired		—			(703,027	)		—			—
Acquisitions of businesses, net of cash acquired		(66,695	)		—			(5,046	)		—

Cash used in investing activities		(81,466	)		(703,300	)		(8,371	)		(14,421	)

Cash flows from financing activities:
Repayments on the revolving credit facility		(303,099	)		—			(531,918	)		(348,065	)
Borrowings from the revolving credit facility		320,049			—			518,113			357,588
Proceeds from term loans		—			546,450			—			—
Debt issuance costs		—			(19,359	)		—			—
Payments of principal on long-term debt		(3,927	)		(11	)		(292	)		(1,416	)
Principal repayments of capital lease obligations		(4,327	)		(301	)		(3,312	)		(2,794	)
Proceeds from payments of stockholder notes		—			—			463			62
Proceeds from sales of common stock		5,370			224,108			—			—
Payments of contingent considerations		(1,001	)		—			—			—

Cash provided by (used in) financing activities		13,065			750,887			(16,946	)		5,375

(Decrease) increase in cash and cash equivalents		(20,378	)		32,662			10,742			4,270
Balance, beginning of period		32,662			—			13,383			9,113

Balance, end of period	$	12,284		$	32,662		$	24,125		$	13,383



Supplemental cash flow disclosures:
Cash paid for income taxes	$	16,111		$	410		$	15,018		$	9,653
Cash paid for interest		31,720			2,595			3,710			3,850
Supplemental schedule of noncash activities:
Assets acquired under capital lease	$	5,211		$	353		$	3,880		$	4,089
Issuance of installment notes associated with equity-based compensation liability awards		1,644			—			795			3,829
Conversion of Predecessor interests		—			94,247			—			—
Increase to other assets and decrease to property and equipment		1,837			—			—			3,532
Non-cash property and equipment adjustments		115			—			(112	)		(564	)
Spin-off of subsidiary		—			—			—			(7,578	)
Increase in insurance claims payable and insurance recoverable		6,350			—			—			20,000

The accompanying notes are an integral part of these consolidated financial statements.

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GMS Inc.

Notes to Consolidated Financial Statements

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies

The terms "we," "our," "us", "Successor" or the "Company" refer to GMS Inc. and its subsidiaries. When such terms are used in this manner throughout the notes to the consolidated financial statements, they are in reference only to the corporation, GMS Inc. and its subsidiaries, and are not used in reference to the Board of Directors, corporate officers, management, or any individual employee or group of employees.

As a result of the Acquisition and resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results for the Predecessor periods ending on or prior to March 31, 2014 and the Successor periods beginning on or after April 1, 2014. References throughout the notes to "Successor 2015" relate to the fiscal year ended April 30, 2015, references throughout the notes to "Successor 2014" relate to the one month ended April 30, 2014, references throughout the notes to "Predecessor 2014" relate to the eleven months ended March 31, 2014 and references throughout the notes to "Predecessor 2013" relate to the fiscal year ended April 30, 2013. The results of the Successor are not comparable to the results of the Predecessor.

We have no independent operations and our only asset is our investment in the Predecessor.

Business

Principles of Consolidation

The Consolidated Financial Statements present the results of operations, financial position and cash flows of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Results of operations of businesses acquired are included from their respective dates of acquisition.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

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Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

We recognize revenue at the point of sale or upon delivery to the customer's site when the following four basic criteria are met:

•: persuasive evidence of an arrangement exists;
•: delivery has occurred or services have been rendered;
•: the price to the buyer is fixed or determinable; and
•: collectibility is reasonably assured.

Cost of Sales

"Cost of sales" reflects the direct cost of goods purchased from third parties, rebates earned from vendors, adjustments for inventory reserves, and the cost of inbound freight.

Operating Expenses

"Operating expenses" include "Selling, general and administrative" expenses and "Depreciation and amortization". "Selling, general and administrative" expenses include expenses related to the delivery and warehousing of our products, as well as employee compensation and benefits expenses for employees in our branches and yard support center, as well as other administrative expenses, such as legal, accounting, and IT costs. The Company recorded delivery fees of $128,381, $9,727, $99,822, and $96,469 for Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively. "Depreciation and amortization" expenses include depreciation expense on our property and equipment as well as amortization expense on our finite lived intangible assets.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these investments.

Trade Accounts Receivable

We maintain allowances for doubtful accounts for estimated losses due to the failure of our customers to make required payments, as well as allowances for sales returns and cash discounts.

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Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

Our estimate of the allowance for doubtful accounts is based on an assessment of individual past due accounts, historical write-off experience, accounts receivable aging, customer disputes and the business environment. Account balances are written off when the potential for recovery is considered remote. Our estimates for cash discounts and returns are based on an analysis of historical writeoffs. Based on our evaluation, we have established estimated reserves for uncollectible accounts, returns and cash discounts of $8,633 and $2,752 as of April 30, 2015 and 2014, respectively.

Inventories

"Inventories, net" consist of materials purchased for resale, and include wallboard, ceilings, steel framing and other specialty building products. The cost of our inventories is determined by the moving average cost method, which approximates the first-in, first-out approach. We monitor our inventory levels by branch and record provisions for excess inventories based on slower moving inventory. We define excess inventory as the amount of inventory on hand in excess of the historical usage, excluding items purchased in the last 12 months. We then review our most recent history of sales and adjustments of such excess inventory and apply our judgment as to forecasted demand and other factors, including liquidation value, to determine the required adjustments to net realizable value. In addition, at the end of each year, we evaluate our inventory at each branch and write off and dispose of obsolete products. Our inventories are generally not susceptible to technological obsolescence.

Vendor Rebates

Property and Equipment

"Property and equipment, net" is recorded at cost. Buildings, furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Expenditures for improvements and betterments, which extend the useful lives of assets, are capitalized while maintenance and repairs are charged to expense as incurred. Property and equipment obtained through acquisition are stated at estimated fair market value as of the acquisition date, and are depreciated over their estimated remaining useful lives. Gains and losses related to the sale of property and equipment are recorded as "Selling, general and administrative" expenses.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

In the Successor and Predecessor periods, property and equipment is depreciated and amortized using the following estimated useful lives:

		Life (years)

Buildings		25 - 39
Leasehold improvements		1 - 15
Furniture, fixtures, and automobiles		3 - 5
Warehouse and delivery equipment		4 - 5
Assets held under capital lease		2 - 11

Leased property and equipment meeting capital lease criteria are capitalized at the lower of the present value of the related lease payments or the fair value of the leased asset at the inception of the lease. Leasehold improvements and assets under capital leases are amortized using the straight-line method over the shorter of their estimated useful lives or the initial term of the related lease.

Long-lived assets to be held and used are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. For impairment testing of long-lived assets, we identify asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows for other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Assets are classified as held for sale if the Company commits to a plan to sell the asset within one year and actively markets the asset in its current condition for a price that is reasonable in comparison to its estimated fair value. Assets held for sale are stated at lower of depreciated cost or estimated fair value less expected disposition costs and recorded within "Prepaid expenses and other current assets".

During Successor 2015 and Predecessor 2014, the Company recognized impairment losses of $173 and $728, respectively, related to land and buildings held for sale. These losses were included in "Selling, general and administrative" expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Successor 2015 and Predecessor 2014. The Company did not recognize any impairments in Successor 2014.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. We do not amortize goodwill, but do assess the recoverability of goodwill in the fourth quarter of each fiscal year or whenever events or circumstances indicate that it is "more likely than not" that the fair value of a reporting unit had dropped below its carrying value. For the fiscal 2015, full year 2014 and fiscal 2013 annual impairment tests, the fair values of our identified reporting units were estimated using a discounted cash flow ("DCF") analysis and a market comparable method, with each method being

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

equally weighted in the calculation. There were no goodwill impairment charges recorded. See Note 6, Goodwill and Intangible Assets, for a complete description of the Company's goodwill.

Intangible Assets

The Company typically uses an income method to estimate the fair value of "Intangible assets", which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, the economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur that could affect the accuracy or validity of the estimates and assumptions.

Determining the useful life of an intangible asset also requires judgment. Certain intangibles are expected to have indefinite lives based on their history and the Company's plans to continue to support and build the acquired brands. Other acquired intangible assets such as customer relationships and other brand or trade names are expected to have definite useful lives. All of the Company's customer-related intangibles are expected to have determinable useful lives. The costs of determinable-lived intangibles are amortized over their estimated lives.

Deferred Financing Costs

The Company capitalizes debt issuance costs and amortizes them over the term of the related debt. The Company uses the straight-line method to amortize debt issuance costs related to the ABL Facility (as defined below) while the effective interest method is used to amortize debt issuance costs related to the Term Loan Facilities (as defined below). Amortization of debt issuance costs is recorded in "Interest expense" within the Consolidated Statements of Operations and Comprehensive Income (Loss). Lender and third party deferred financing costs are reported as a reduction of the Term Loan Facilities of $13,311 and $15,473 as of April 30, 2015 and 2014, respectively, in the Consolidated Balance Sheets. Lender and third party deferred financing costs related to the ABL Facility are reported as an asset of $2,949 and $3,675 as of April 30, 2015 and 2014, respectively, in the Consolidated Balance Sheets. Amortization of these costs was $2,907, $235, $516, and $563 in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively.

Derivative Instruments

The FASB issued ASC 815 " Derivatives and hedging " which establishes accounting and reporting standards for derivative instruments. ASC 815 requires an entity to recognize all derivatives as either assets or liabilities and measure those instruments at fair value. Derivatives that do not qualify as a hedge must be adjusted to fair value in earnings. If the derivative does qualify as a hedge under ASC 815, changes in the fair value will either be offset against the change in fair value of the hedged assets, liabilities or firm commitments or recognized in accumulated other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a hedge's change in fair value will be immediately recognized in earnings.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

We enter into interest rate derivative agreements, commonly referred to as caps or swaps, with the objective of minimizing the risks and costs associated with financing activities, as well as to maintain an appropriate mix of fixed-and floating-rate debt. These agreements are contracts to exchange variable-rate for fixed-interest rate payments over the life of the agreements.

For derivative instruments designated as hedges per ASC 815, we record the effective portions of changes in their fair value, net of taxes, in "Comprehensive (loss) income" to the extent the derivative is considered perfectly effective in achieving offsetting changes in fair value or cash flows attributable to the risk being hedged, until the hedged item is recognized in earnings (commonly referred to as the "hedge accounting" method).

The effectiveness of the hedges is periodically assessed by management during the lives of the hedges by: 1) comparing the current terms of the hedges with the related hedged debt to assure they continue to coincide and 2) evaluating the ability of the counterparties to the hedges to honor their obligations under the hedges. Any ineffective portions of the hedges are recognized in earnings through interest expense, financing costs and other expenses.

During the year ended April 30, 2015, we elected to designate a derivative instrument as a cash flow hedge in accordance with ASC 815. This instrument is a an interest rate cap on quarterly resetting 3-month LIBOR, based on a strike rate of 2.0% and payable quarterly. This instrument effectively caps the interest rate at 5.75% on an initial notional amount of $275,000 of our variable rate debt obligation under the 2014 facilities, or any replacement facility with similar terms. The interest rate cap was purchased for $4,638 on October 31, 2014, designated as a hedge on January 31, 2015, and expires on October 31, 2018.

This derivative instrument is recorded in the Consolidated Balance Sheet as of April 30, 2015 as an asset at its fair value of $2,160 within "Other assets". The valuation of this instrument was determined using widely accepted valuation techniques including a discounted cash flow analysis on the expected cash flows of the derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities.

The decrease in fair value of the instrument from the purchase date to the date of hedge designation was $2,494 and is reflected in earnings through "Change in fair value of financial instruments" on the Consolidated Statements of Operations and Comprehensive Income (Loss). The increase in fair value from the effective hedge date to the year ended April 30, 2015 was $10 and was recorded in "Increase in fair value of financial instruments" in "Comprehensive (loss) income". The Company believes there have been no material changes in the creditworthiness of the counterparty to this cap agreement and believes the risk of nonperformance by such party is minimal.

We consider the interest rate cap to be a Level 2 fair value measurement for which market-based pricing inputs are observable. Generally, we obtain our Level 2 pricing inputs from our counterparties. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

For derivatives that do not qualify or are not designated as hedging instruments for accounting purposes, changes in fair value are recorded in current period earnings (commonly referred to as the "mark-to-market" method). During Predecessor 2013, the Company entered into an interest-rate swap agreement as a fixed-rate payor to mitigate interest-rate risk associated with floating interest rate borrowings under the ABL Facility on an initial notional amount of $35,000. Per the terms of the contract, the Predecessor received fixed interest of 0.69 percent in exchange for floating interest indexed to the one-month LIBOR rate. Changes in fair value resulted in a gain of $208 for Predecessor 2014 and a loss of $313 in Predecessor 2013. These gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss), in "Other income, net". At April 30, 2013, the fair value of the interest rate swap reported on the Consolidated Balance Sheets in "Other liabilities" was $313. The interest rate swap was terminated in Predecessor 2014 with a penalty of $105 and interest of $16 and is recorded in "Other income, net" in the Consolidated Statements of Operations and Comprehensive Income (Loss). We consider the interest rate swap to be a Level 2 fair value measurement for which market-based pricing inputs are observable.

Insurance Liabilities

At April 30, 2015 and 2014, the aggregate liabilities for medical self-insurance were $2,468 and $1,916, respectively, and are recorded in "Other liabilities" within the Consolidated Balance Sheets. At April 30, 2015 and 2014, reserves for general liability, automobile and workers' compensation totaled approximately $36,808 and $31,224 respectively, and are recorded in "Other accrued expenses and current liabilities" and "Other liabilities" in the Consolidated Balance Sheets, the majority of which relate to an insured automobile claim, subject to a $500 deductible. In fiscal 2015, the claim was settled by our insurance carrier in the amount of approximately $26,300 and was paid by our insurance carrier in full, subject to the deductible, subsequent to the April 30, 2015 balance sheet date. At April 30, 2015 and 2014, recoveries for general liability, automobile and workers' compensation, totaled approximately $30,714 and $25,460, respectively and are recorded in "Prepaid expenses and other current assets" and "Other assets" in the Consolidated Balance Sheets.

Income Taxes

Income taxes are accounted for in accordance with ASC 740 " Income Taxes ," which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Inherent in the measurement of deferred balances are certain judgments and interpretations of existing tax law and published guidance as applicable to our operations.

We record amounts for uncertain tax positions that management believes are supportable, but are potentially subject to successful challenge by the applicable taxing authority. Consequently, changes in our assumptions and judgments could materially affect amounts recognized related to income tax uncertainties and may affect our results of operations or financial position. We believe our assumptions for estimates are reasonable, although actual results may have a positive or negative material impact on the balances of such tax positions. Historically, the variation of estimates to actual results is not significant and material variation is not expected in the future.

Credit and Economic Risk

The Company's sources of liquidity have been and are expected to be cash from operating activities, available cash balances and the ABL Facility and the Term Loan Facilities. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts and notes receivable. The Company assesses the credit standing of counterparties as considered necessary. The Company routinely assesses the financial strength of its customers and generally does not require collateral. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising the Company's customer base. The Company provides for doubtful accounts based on historical experience and when current conditions indicate that collection is doubtful. Accounts are written off when deemed uncollectible. In certain situations, the Company provides the customer with the right of product return; we have established a reserve for returns based on historic returns. The Company does not enter into financial instruments for trading or speculative purposes.

The Company purchases a majority of its inventories from a select group of vendors. Without these vendors, the Company's ability to acquire inventory would be significantly impaired.

Fair Value of Financial Instruments

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

other current liabilities and accrued interest approximates fair value due to its short-term nature. Based on borrowing rates available to the Company for loans with similar terms, the carrying values of the ABL Facility and other debt approximates fair value. The Term Loan Facilities approximates fair value as the debt was issued on the Acquisition Date and interest rates have not changed significantly.


Level 1		Inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market.
Level 2		Inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
Level 3		Inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability.

Advertising Expense

The cost of advertising is expensed as incurred and presented within "Selling, general and administrative" expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company incurred approximately $1,805, $114, $1,282, and $1,249 in advertising costs in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively.

Equity-Based Compensation

We account for stock options granted to employees and directors by recording compensation expense based on the award's fair value, estimated on the date of grant using the Black-Scholes option-pricing model. Equity-based compensation expense is recognized on a schedule that approximates the graded vesting of the awards.

Determining the fair value of stock options under the Black-Scholes option-pricing model requires judgment, including estimating the fair value per share of our common stock, volatility, expected term of the awards, dividend yield and risk-free interest rate. The assumptions used in calculating the fair value of stock options represent our best estimates, based on management's judgment and subjective future expectations. These estimates involve inherent uncertainties. If any of the assumptions used in the model change significantly, share-based compensation recorded for future awards may differ materially from that recorded for awards granted previously.

We estimate potential forfeitures of stock options and adjust share-based compensation expense accordingly. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual forfeitures differ from prior estimates. We estimate forfeitures based upon our historical experience with employee turnover, and, at each period, review the estimated forfeiture rate and make changes as factors affecting the forfeiture rate calculations and assumptions changes.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

Stock Appreciation Rights, Deferred Compensation and Liabilities to Noncontrolling Interest Holders

Net (Loss) Earnings Per Share

Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted-average number of outstanding common shares for the period. Diluted (loss) earnings per share reflects the potential dilution that could occur if instruments that may require the issuance of common shares in the future were settled and the underlying common shares were issued. Diluted (loss) earnings per share is computed by increasing the weighted-average number of outstanding common shares computed in basic (loss) earnings per share to include the dilutive effect of stock options and other equity-based instruments held by the Company's employees and directors during each period. In periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share.

Diluted net (loss) earnings per common share equals basic (net) loss earnings per common share for the Successor 2015 and Successor 2014 periods, as the effect of stock options and other equity-based instruments (collectively "stock-based compensation securities") are anti-dilutive because the Company incurred losses from continuing operations in those periods. During Successor 2015 and Successor 2014, stock-based compensation securities were excluded from the calculation of diluted (loss) earnings per share because their effect would have been anti-dilutive.

Recent Accounting Pronouncements

Presentation of an unrecognized tax benefit —In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists" ("ASU 2013-11"), which resolves diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carryforward, except in certain situations, as defined in ASU 2013-11. The amendments in ASU 2013-11 are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company adopted ASU 2013-11 on May 1, 2014. The adoption of this standard did not materially impact the Company's financial position, results of operations, or cash flows.

Discontinued operations —In April 2014, the FASB issued ASU No. 2014-08, "Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity" ("ASU 2014-08"). The amended guidance requires that a disposal representing a strategic shift that has (or will have) a

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

1. Basis of Presentation, Business and Summary of Significant Accounting Policies (Continued)

major effect on an entity's financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The impact on the Company of adopting ASU 2014-08 will depend on the nature and size of future disposals, if any, of a component of the Company after the effective date. The Company has elected to early adopt ASU2014-08 effective May 1, 2014. As a result of the adoption of this standard, the classification of a disposal made in fiscal 2015 that did not represent a strategic shift in the Company's direction or have a major impact on the Company's financial position or results of operations was not reported as a discontinued operation.

Revenue recognition —In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that "an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." Entities have the option of using either a full retrospective or modified approach to adopt the guidance. ASU 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017 (early adoption is not permitted). The Company is currently evaluating the impact of adopting ASU 2014-09.

Going Concern —In August 2014 the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern", which requires management to evaluate whether there are conditions or events that raise substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its Consolidated Financial Statements.

Debt Issuance Costs —In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs," which changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The guidance is effective prospectively for fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2015. Early adoption is permitted and upon adoption, the guidance must be applied retroactively to all periods presented in the financial statements. Management has elected early adoption of the standard and retroactively applied to all periods presented in the financial statements.

2. Acquisition of Gypsum Management and Supply, Inc.

On the Acquisition Date, the Company acquired all of the outstanding common shares of Gypsum Management and Supply, Inc. (Predecessor) for a purchase price of $821,045. The Acquisition has been

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

2. Acquisition of Gypsum Management and Supply, Inc. (Continued)

accounted for using the acquisition method of accounting, in accordance with ASC 805, " Business Combinations, " which requires that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The consideration transferred was funded with approximately $224,000 cash from AEA and co-investors, approximately $503,000 from the Term Loan Facilities and $94,279 of interests that rolled over from certain members of Predecessor management and noncontrolling interest holders. The table below summarizes the consideration transferred to acquire Gypsum Management and Supply, Inc. which includes cash and certain noncontrolling interests in subsidiaries of Gypsum Management and Supply, Inc.:

Consideration Transferred


Cash consideration and issuance of debt	$	726,766
Conversion of Predecessor interests		94,279

Total consideration	$	821,045

The identified assets acquired and liabilities assumed based on their estimated fair value at the Acquisition Date are as follows:

	Final purchase price allocation

Cash and cash equivalents	$	23,740
Trade accounts and notes receivable		169,867
Inventories		146,044
Prepaid expenses and other current assets		18,200
Intangible assets		216,182
Property and equipment		176,623
Other assets		19,541
Current portion of long-term debt		(2,185	)
Accounts payable		(62,116	)
Accrued compensation and employee benefits		(41,357	)
Other accrued expenses and current liabilities		(15,399	)
Deferred income tax liabilities		(81,987	)
Long-term debt, less current portion		(5,583	)
Other liabilities		(31,588	)
Liabilities to noncontrolling interest holders		(29,673	)

Total identifiable net assets	$	500,309



Goodwill	$	320,736

The Company acquired intangible assets of $216,182. See Note 6 to the Consolidated Financial Statements for the summary of the fair value estimates of the identifiable intangible assets and their useful lives.

The $320,736 of goodwill represents the cost in excess of fair value of net assets acquired and is attributable to the entrepreneurial culture and leading market position of Predecessor and the expected

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

2. Acquisition of Gypsum Management and Supply, Inc. (Continued)

significant growth of the business. The fair value was determined based on market participant assumptions using common valuation techniques. The goodwill is not deductible for income tax purposes.

The Company incurred Acquisition-related costs of $68,801, of which $837, $16,155 and $51,809 were incurred in Successor 2015, Successor 2014 and Predecessor 2014, respectively, and are included in "Selling, general and administrative" expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

3. Business Acquisitions

The Company has accounted for all business combinations using the purchase method, in accordance with ASC 805, to record a new cost basis for the assets acquired and liabilities assumed. The Company recorded, based on a preliminary purchase price allocation, intangible assets representing client relationships, tradenames, and excess of purchase price over the estimated fair value of the tangible assets acquired and liabilities assumed as "Goodwill" in the accompanying Consolidated Financial Statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence. The results of operations are reflected in the Consolidated Financial Statements of the Company from the date of acquisition.

(a): 2015 Acquisitions

In fiscal 2015, the Company completed the following acquisitions, with an aggregate purchase price of $73,394, comprised of $66,709 net cash consideration and $6,685 of contingent consideration. In connection with these acquisitions, the Company incurred transaction costs of $945 in the year ended April 30, 2015. This is included in "Selling, general and administrative" expenses in the Company's accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The purpose of these acquisitions was to expand the geographical coverage of the Company and grow the business. These acquisitions increased net sales by $44,380 and operating income by $967 for the year ended April 30, 2015.

Company name	Form of acquisition	Date of acquisition

Contractors' Choice Supply, Inc.	Purchase of net assets	August 1, 2014
Drywall Supply, Inc.	Purchase of net assets	October 1, 2014
Allsouth Drywall Supply Company	Purchase of net assets	November 24, 2014
Serrano Supply, Inc.	Purchase of net assets	February 2, 2015
Ohio Valley Building Products, LLC	Purchase of net assets	February 16, 2015
J&B Materials, Inc.	Purchase of net assets	March 16, 2015

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

3. Business Acquisitions (Continued)

The preliminary allocation of consideration for these acquisitions is summarized as follows:

	Preliminary purchase price allocation

Trade accounts and notes receivable	$	14,935
Inventories		8,760
Property and equipment		5,116
Other assets		76
Tradenames		3,260
Customer relationships		30,840
Goodwill		21,675
Liabilities assumed		(11,268	)

Purchase price	$	73,394

Goodwill of $21,675 and other intangible assets of $34,100 are expected to be deductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the date of such acquisitions. The pro forma impact of these acquisitions is not presented as it is not considered material to our Consolidated Financial Statements.

(b) 2014 Acquisitions

In full year 2014, the Company completed the following acquisitions, with an aggregate purchase price of $5,518, comprised entirely of cash consideration. In connection with these 2014 acquisitions, the Company incurred transaction costs of $120 in full year 2014. These amounts are reported in "Selling, general and administrative" expenses in the Company's accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The purpose of these acquisitions was to expand the geographical coverage of the Company and grow the business. These acquisitions increased net sales by $14,112 for full year 2014 and operating income by $103 for fiscal 2014.

Company name	Form of acquisition	Date of acquisition

Sun Valley Supply, Inc.	Purchase of net assets	August 1, 2013
Dakota Gypsum	Purchase of net assets	August 19, 2013

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

3. Business Acquisitions (Continued)

The final allocation of consideration for these acquisitions is summarized as follows:

	Final purchase price allocation

Trade accounts and notes receivable	$	1,679
Inventories		1,402
Property and equipment		773
Assets acquired and liabilities assumed, net		19
Goodwill		1,645

Purchase price	$	5,518

In full year 2014, the Company finalized the purchase price allocation and recorded adjustments to contingent considerations resulting in a decrease in total consideration paid of $560. Goodwill of $1,645 is expected to be deductible for U.S. federal income tax purposes. The pro forma impact of these acquisitions is not presented as it is not considered material to our Consolidated Financial Statements.

4. Prepaid expenses and other current assets

"Prepaid expenses and other current assets" at April 30, 2015 and 2014 consists of the following:

	April 30, 2015		April 30, 2014

Insurance recoveries	$	27,854	$	9,070
Assets held for sale(1)		8,721		5,686
Refundable income taxes		1,662		757
Prepaid rent		923		851
Prepaid insurance and payroll taxes		721		479
Taxes, tags and licenses		688		285
Prepaid supplies		463		304
Management fee		375		375
Prepaid rebates		—		361
Other		1,529		1,054

	$	42,936	$	19,222

(1): As of April 30, 2015 and 2014, certain land, buildings and building improvements met the held for sale criteria and have been included as a component of capitalized other current assets. Upon meeting the held for sale criteria, we no longer depreciated these assets.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

5. Property and Equipment

"Property and equipment" at April 30, 2015 and 2014 consists of the following:

	April 30, 2015		April 30, 2014

Land	$	49,984	$	49,651
Buildings and leasehold improvements		75,153		67,844
Machinery and equipment		66,946		58,812
Construction in progress		2,047		1,658

Total property and equipment		194,130		177,965

Less accumulated depreciation and amortization		35,306		4,754

Total property and equipment, net of accumulated depreciation and amortization	$	158,824	$	173,211

"Depreciation and amortization" expense for property and equipment was $32,208, $3,818, $12,215, and $11,656 for Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively.

6. Goodwill and Intangible Assets

"Goodwill" at April 30, 2015 and 2014 consists of the following:

	Carrying Amount

Balance at April 1, 2014	$	—
Acquisition of Gypsum Management and Supply, Inc. (Note 2)		320,736

Balance at April 30, 2014		320,736

Goodwill acquired during the year (Note 3)		21,675

Balance at April 30, 2015	$	342,411

The Company's definite lived intangible assets as of April 30, 2015 and 2014 consist of the following:

				April 30, 2015

		Weighted average amortization period		April 30, 2015
	Estimated useful lives (years)	Weighted average amortization period		Gross carrying amount		Accumulated amortization		Net carrying value
Amortizable intangible assets:
Customer relationships	8 - 13		11.0	$	179,471	$	33,610	$	145,861
Definite lived tradenames	20		—		3,260		51		3,209
Vendor agreement	8		—		5,644		765		4,879
Leasehold interests	8 - 13		10.9		496		51		445

Totals				$	188,871	$	34,477	$	154,394

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

6. Goodwill and Intangible Assets (Continued)

				April 30, 2014

		Weighted average amortization period		April 30, 2014
	Estimated useful lives (years)	Weighted average amortization period		Gross carrying amount		Accumulated amortization		Net carrying value
Amortizable intangible assets:
Customer relationships	8 - 13		10.7	$	148,631	$	2,457	$	146,174
Vendor agreement	8		—		5,644		59		5,585
Leasehold interests	8 - 13		10.9		496		4		492

Totals				$	154,771	$	2,520	$	152,251

The Company's indefinite lived intangible assets consist of tradenames which have a carrying amount of $61,368 as of April 30, 2015 and 2014.

Amortization expense related to intangible assets was $31,957, $2,518, $38, and $72 in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively, and is recorded in "Depreciation and amortization" expense in the Consolidated Statements of Operations and Comprehensive Income (Loss). The estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is expected to be as follows:

	Customer relationships		Tradenames		Vendor agreement		Leasehold interests		Total

Years ending April 30:
2016	$	33,987	$	163	$	706	$	47	$	34,903
2017		27,934		163		706		47		28,850
2018		22,205		163		706		47		23,121
2019		17,371		163		706		47		18,287
2020		13,043		163		706		47		13,959
Thereafter		31,321		2,394		1,349		210		35,274

Total	$	145,861	$	3,209	$	4,879	$	445	$	154,394

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

7. Other Assets

"Other assets" at April 30, 2015 and 2014 consists of the following:

	April 30, 2015		April 30, 2014

Deferred financing fees	$	2,949	$	3,675
Insurance recoveries		2,860		16,390
Derivative financial instrument		2,160		—
Notes receivable		1,108		1,486
Deposits		1,076		969
Investments and non-operating real estate		213		1,823
Cash surrender value of officers' life insurance		144		139
Other		89		298

	$	10,599	$	24,780

8. Other Accrued Expenses and Current Liabilities

"Other accrued expenses and current liabilities" at April 30, 2015 and 2014 consist of the following:

	April 30, 2015		April 30, 2014

Insurance related liabilities	$	33,427	$	13,378
Sales taxes payable		7,309		6,550
Contingent liabilities to sellers		4,821		4,821
Contingent consideration		2,358		476
Accrued rebates		1,676		1,731
Accrued interest		1,420		42
Accrued professional services fees		1,287		438
Real estate and personal property taxes		1,082		1,016
Deferred revenue		784		321
Accrued franchise tax		376		470
Other		2,632		1,273

	$	57,172	$	30,516

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

9. Long-Term Debt

"Long-term debt" at April 30, 2015 and 2014 consists of the following:

	April 30, 2015		April 30, 2014

First Lien Term Loan due 2021(1)(2)	$	376,180	$	378,379
Second Lien Term Loan due 2022(3)(4)		153,585		152,638
Capital lease obligation, at an annual rate of 5.25%, due in monthly installments through August 2022 (see Note 17)		8,628		7,744
Installment notes at fixed rates up to 2.7%, due in monthly and annual installments through April 2021		1,641		24

		540,034		538,785
Less: Current portion		6,759		6,085

Total long-term debt	$	533,275	$	532,700

(1): Net of unamortized discount of $1,640 and $1,927 as of April 30, 2015 and 2014, respectively.
(2): Net of deferred financing costs of $8,280 and $9,694 as of April 30, 2015 and 2014, respectively.
(3): Net of unamortized discount of $1,384 and $1,583 as of April 30, 2015 and 2014, respectively.
(4): Net of deferred financing costs of $5,031 and $5,779 as of April 30, 2015 and 2014, respectively.

Acquisition Debt (Successor)

On April 1, 2014, the Company's wholly-owned subsidiaries, GYP Holdings II Corp., as parent guarantor (in such capacity, "Holdings"), and GYP Holdings III Corp., as borrower (in such capacity, the "Borrower" and, together with Holdings and the Subsidiary Guarantors (as defined below), the "Loan Parties"), entered into a senior secured first lien term loan facility (the "First Lien Facility") and a senior secured second lien term loan facility (the "Second Lien Facility" and, together with the First Lien Facility, the "Term Loan Facilities") in the aggregate amount of $550,000 to acquire Gypsum Management and Supply, Inc. The proceeds from the Term Loan Facilities were used to (i) repay all amounts outstanding under the 2010 Credit Facility in the amount of $86,120, (ii) pay the acquisition purchase price and (iii) pay related fees and expenses.

The Term Loan Facility consists of a First Lien Term Loan and a Second Lien Term Loan (respectively, the "First Term Loan" and "Second Term Loan" and collectively, the "Term Loans"). The First Term Loan was issued in an original aggregate principal amount of $388,050 (net of $1,950 of original issue discount). The Second Term Loan was issued in an original aggregate principal amount of $158,400 (net of $1,600 of original issue discount). At April 30, 2015, the borrowing interest rate for the First Term Loan and Second Term Loan was 4.75% and 7.75%, respectively. Accrued interest, presented within "Other accrued expenses and current liabilities" in our Consolidated Balance Sheets, was $1,119 and $86 at April 30, 2015 and 2014, respectively. Cash paid for interest was $30,251 and $2,491 for Successor 2015 and Successor 2014, respectively. The First Lien Facility permits the Borrower to add one or more incremental term loans up to a fixed amount of $100,000 (shared with the Second Term Loan) plus a certain amount depending on a secured first lien leverage ratio test

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

9. Long-Term Debt (Continued)

included in the First Lien Facility. The Second Lien Facility permits the Borrower to add one or more incremental term loans up to a fixed amount of $100,000 (shared with the First Lien Facility) plus a certain amount depending on a secured leverage ratio test included in the Second Lien Facility. The First Term Loan bears interest at LIBOR (subject to a floor of 1.00%) plus a borrowing margin of 3.75%. The Second Term Loan bears interest at LIBOR (subject to a floor of 1.00%) plus a borrowing margin of 6.75%. The First Term Loan amortizes in nominal quarterly installments of $975, or 0.25% of the original aggregate principal amount of the First Term Loan and matures on April 1, 2021. The Second Term Loan has no amortization and matures on April 1, 2022. Provided that the individual affected lenders agree accordingly, the maturities of the Term Loans may, upon the Borrower's request and without the consent of any other lender, be extended.

Asset Based Lending Facility (Successor)

The Asset Based Lending Credit Facility (the "ABL Facility"), entered into on April 1, 2014, provides for revolving loans and the issuance of letters of credit up to a maximum aggregate principal amount of $200,000 (subject to availability under a borrowing base). GYP Holdings III Corp. is the lead borrower (in such capacity, the "Lead Borrower"). Extensions of credit under the ABL Facility will be limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. As of April 30, 2015, the Company had $171,688 of available borrowings and $16,950 in short-term swing line borrowings outstanding under the ABL Facility as presented within "Revolving credit facility" under "Current Liabilities" on the Consolidated Balance Sheets. As of April 30, 2015 and 2014, there was $280 and $0 accrued interest payable, respectively on the facility. In Successor 2015 and Successor 2014, we paid interest and other fees on the facility of $941 and $76, respectively. The ABL Facility also permits the Company to request increases in the amount of the revolving, swing line and letter of credit facilities up to an aggregate maximum amount of $300,000 for the total commitments under the ABL Facility (including all incremental commitments).

At the Company's option, the interest rates applicable to the loans under the ABL Facility are based at LIBOR or base rate plus, in each case, an applicable margin. The margins applicable for each elected interest rate are subject to a pricing grid, as defined in the ABL Facility agreement, based on average daily availability for the most recent fiscal quarter. The applicable rate of interest for fiscal 2015 was 3.75%. The ABL Facility also contains an unused commitment fee subject to utilization, as included in the ABL Facility agreement.

The ABL Facility will mature on April 1, 2019 unless the individual affected lenders agree to extend the maturity of their respective loans under the ABL Facility upon the Company's request and without the consent of any other lender.

Collateral under the ABL Facility and Term Loan Facilities

The ABL Facility is collateralized by (a) first priority perfected liens on the following assets of the Loan Parties: (i) accounts receivable; (ii) inventory; (iii) deposit accounts; (iv) cash and cash equivalents; (v) tax refunds and tax payments; (vi) chattel paper and (vii) documents, instruments, general intangibles, securities accounts, books and records, proceeds and supporting obligations related

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

9. Long-Term Debt (Continued)

to each of the foregoing, subject to certain exceptions (collectively, "ABL Priority Collateral") and (b) third priority perfected liens on the remaining assets of the Loan Parties not constituting ABL Priority Collateral, subject to customary exceptions (collectively, "Term Priority Collateral").

Prepayments under the ABL Facility and Term Loan Facilities

The Term Loans may be prepaid at any time without penalty, except that the Second Term Loan is subject to a 1% prepayment premium on voluntary prepayments and certain mandatory prepayments made prior to April 1, 2016. Under certain circumstances and subject to certain exceptions, the Term Loan Facilities will be subject to mandatory prepayments in the amount equal to:

•: 100% of the net proceeds of certain assets sales and issuances or incurrences of nonpermitted indebtedness; and
•: 50% of annual excess cash flow for any fiscal year, such percentage to decrease to 25% or 0% depending on the attainment of certain total leverage ratio targets.

As of April 30, 2015 there was no prepayment required related to excess cash flow.

The ABL Facility may be prepaid at the Company's option at any time without premium or penalty and will be subject to mandatory prepayment if the outstanding ABL Facility exceeds the lesser of the (i) borrowing base and (ii) the aggregate amount of commitments. Mandatory prepayments do not result in a permanent reduction of the lenders' commitments under the ABL Facility.

Guarantees

Holdings guarantees the payment obligations under the ABL Facility and the Term Loan Facilities. Certain of Holdings' subsidiaries (i) guarantee the payment obligations under the Term Loan Facilities (in such capacity, the "Subsidiary Guarantors") and (ii) are co-borrowers under the ABL Facility.

Covenants under the ABL Facility and Term Loan Facilities

The ABL Facility contains certain affirmative covenants, including financial and other reporting requirements. The Company is in compliance with all such covenants at April 30, 2015.

The Term Loan Facilities contain a number of covenants that limit the ability of the Borrower and its restricted subsidiaries, as described in the Term Loan Facilities, to: incur more indebtedness; pay dividends, redeem stock or make other distributions; make investments; create restrictions on the ability of the Company's restricted subsidiaries to pay dividends to the Company or make other intercompany transfers; create liens securing indebtedness; transfer or sell assets; merge or consolidate; enter into certain transactions with the Company's affiliates; and prepay or amend the terms of certain indebtedness. The Company is in compliance with all restrictive covenants at April 30, 2015.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

9. Long-Term Debt (Continued)

Events of Default under the ABL Facility and Term Loan Facilities

The ABL Facility and Term Loan Facilities also provide for customary events of default, including non-payment of principal, interest or fees, violation of covenants, material inaccuracy of representations or warranties, specified cross default to other material indebtedness, certain bankruptcy events, certain ERISA events, material invalidity of guarantees or security interest, material judgments and changes of control.

Asset Based Lending Facility (Predecessor)

During Predecessor 2013, the Company utilized its existing revolving credit agreement with certain financial institutions ("the 2010 Credit Facility"). The revolving credit agreement was collateralized by substantially all of the borrower's trade receivables and inventories. Maximum borrowings available under the arrangement were $175,000 plus the value of a $10,100 amortizing amount. The 2010 Credit Facility matured on March 6, 2017 unless terminated. So long as no event of default occurred, the facility contained a provision allowing the borrower to request the right to increase the maximum borrowings up to $275,000, in minimum increments of $10,000, subject to approval of the financial institutions. Borrowings under the facility bore interest at (i) the base rate plus the applicable margin in effect, as defined, or (ii) the adjusted LIBOR rate plus the applicable margin in effect, as defined. At April 30, 2013, outstanding borrowings under the agreement were $99,880 with a weighted average interest rate of 2.57%.

In conjunction with the Acquisition of the Predecessor, the outstanding balance of the 2010 Credit Facility was paid in full and unamortized deferred financing charges of $1,641 were written off as part of the purchase price accounting.

Debt Maturities

As of April 30, 2015, the scheduled quarterly principal payments of long-term debt, excluding capital leases and installment notes are as follows:

	First Lien Term Loan		Second Lien Term Loan		Total

Years ending April 30,
2016	$	3,900	$	—	$	3,900
2017		3,900		—		3,900
2018		3,900		—		3,900
2019		3,900		—		3,900
2020		3,900		—		3,900
Thereafter		366,600		160,000		526,600

	$	386,100	$	160,000	$	546,100

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

9. Long-Term Debt (Continued)

Installment Notes

The installment notes as of April 30, 2015 represent notes for subsidiary stock repurchases from shareholders and a note for the payout of stock appreciation rights. The installment notes as of April 30, 2014 represent an outstanding note for payout of the stock appreciation rights. See Note 15.

10. Predecessor Mandatorily Redeemable Common Shares

Prior to the Acquisition, our founders owned one hundred percent of the outstanding shares of Gypsum Management and Supply, Inc. (Predecessor). These shares had certain redemption features which provided that upon the death or disability of the shareholder or termination of his employment, Predecessor would be required to purchase these shares at their then current fair values. Pursuant to this provision, these shares were deemed to be mandatorily redeemable and, as such, were required to be reflected as a liability at their estimated fair values at the end of any reporting period. Changes in fair value are reflected as "Change in fair value of mandatorily redeemable common shares" on our Consolidated Statements of Operations and Comprehensive Income (Loss). Fair value was estimated based on common valuation techniques. On April 1, 2014, all outstanding shares were acquired or converted into the equity of GMS Inc. at the Acquisition Date.

The following table sets forth a roll forward of the Level 3 fair values of the Predecessor's mandatorily redeemable common shares. These techniques were based on a combination of a discounted cash flow analysis, which was determined using management's projections, and a market comparable method.

	Mandatorily Redeemable Common Shares

Balance as of May 1, 2011	$	252,464
Increase in fair value		8,952

Balance as of April 30, 2012		261,416
Increase in fair value		198,212

Balance as of April 30, 2013		459,628
Increase in fair value		200,004

Balance as of March 31, 2014		659,632
Acquisition of Predecessor equity interests by GMS Inc.		(659,632	)

Balance as of March 31, 2014		—

11. Retirement Plan

The Company maintains a defined contribution retirement plan for its employees. Participants are allowed to choose from a 401(k) of mutual funds in order to designate how both employer and employee contributions are invested. Under the plan, the Company matches 25% of each employee's contributions on the first 4% of the employee's compensation contributed. The Company contributed

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

11. Retirement Plan (Continued)

$1,120, $86, $891, and $920 in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively.

12. Income Taxes

Income tax (benefit) expense for Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013 consists of the following:

	Successor						Predecessor

	Year Ended April 30, 2015			April 1 - April 30, 2014			May 1, 2013 - March 31, 2014			Year Ended April 30, 2013
Current federal	$	11,638		$	(2	)	$	13,498		$	9,918
Current state		2,688			—			3,176			1,500

Total current		14,326			(2	)		16,674			11,418

Deferred federal		(17,492	)		(7,382	)		(8,711	)		(5	)
Deferred state		(1,360	)		521			(1,340	)		121

Total deferred		(18,852	)		(6,861	)		(10,051	)		116

	$	(4,526	)	$	(6,863	)	$	6,623		$	11,534

Total income tax (benefit) expense from continuing operations differed from the amount computed by applying the federal statutory rate of 35% for Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013 due to the following:

	Successor						Predecessor

	Year Ended April 30, 2015			April 1 - April 30, 2014			May 1, 2013 - March 31, 2014			Year Ended April 30, 2013
Federal income taxes at statutory rate	$	(6,413	)	$	(9,036	)	$	(67,983	)	$	(59,882	)
State income taxes, net of federal income tax benefit		1,629			192			1,383			429
Change in fair value of mandatorily redeemable common shares		—			—			70,001			69,373
Net change in valuation allowance		(1,134	)		100			(279	)		74
Nondeductible meals & entertainment		462			35			354			327
Redeemable noncontrolling interests		550			14			816			684
Nondeductible transaction costs		—			1,891			2,232			—
Other permanent differences		88			9			104			96
Other		292			(68	)		(5	)		433

Total	$	(4,526	)	$	(6,863	)	$	6,623		$	11,534

Income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal rate primarily due to the effect of state income taxes, net of federal benefit, permanent differences, the release of valuation allowance related to certain state net operating losses, and non-deductible non-cash debt related charges.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

12. Income Taxes (Continued)

The tax effects of temporary differences, which give rise to deferred income taxes as of April 30, 2015 and 2014 are as follows:

	April 30, 2015			April 30, 2014

Current deferred income tax assets:
Allowances on accounts and notes receivable	$	5,454		$	5,602
Accrued payroll and related costs		1,772			3,102
Insurance reserves		1,204			1,107
Inventory costs		1,702			1,212
Federal net operating loss carry-forward		—			3,985
Other		1,650			2,147

Total current deferred income tax assets		11,782			17,155
Less: Valuation allowance		(57	)		(913	)

Total current deferred income tax assets		11,725			16,242

Current deferred income tax liabilities:
Rebates		(1,889	)		(1,486	)
Other		—			(556	)

Total current deferred income tax liabilities		(1,889	)		(2,042	)

Current deferred income tax assets, net	$	9,836		$	14,200



Non-current deferred income tax assets:
Interest rate swap	$	56		$	30
Deferred rent		82			—
Equity compensation		2,402			—
Deferred compensation		3,981			3,380
Derivative instrument		886			—
Noncompete agreements		317			360
State net operating loss carry-forwards		1,031			1,781
Other		2,019			1,312

Total non-current deferred income tax assets		10,774			6,863
Less: Valuation allowance		(86	)		(364	)

Non-current deferred income tax assets		10,688			6,499
Non-current deferred income tax liabilities:
Depreciation		(12,652	)		(20,438	)
Amortization on intangible assets		(63,181	)		(75,181	)
Capital		(226	)		(173	)

Total non-current deferred tax liabilities		(76,059	)		(95,792	)

Non-current deferred income tax liabilities, net	$	(65,371	)	$	(89,293	)

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

12. Income Taxes (Continued)

In Successor 2015, Successor 2014 and Predecessor 2014, the Company generated certain state net operating loss carry-forwards which are available for use against taxable income in each respective state. The Company had state net operating losses available for carry-forward of $23,596 and $43,661 in Successor 2015 and Successor 2014, respectively, which expire through the fiscal year ending in 2035.

As a result of the Acquisition, a significant change in the ownership of the Company occurred which, pursuant to The Internal Revenue Code, Section 382, will limit on an annual basis the Company's ability to utilize a portion of its state NOLs. The Company's state NOLs will continue to be available to offset taxable income and tax liabilities (until such NOLs are either used or expire) subject to the Section 382 annual limitation. If the annual limitation amount is not fully utilized in a particular tax year, then the unused portion from that particular tax year will be added to the annual limitation in subsequent years. Based on the Section 382 analysis performed the company expects approximately $93 of state NOLs to expire unutilized and, therefore, has recorded a valuation allowance against the deferred tax asset.

Management makes an assessment to determine if its deferred tax assets are more likely than not to be realized. Valuation allowances are established in the event that management believes that it is more likely than not the related tax benefits will not be realized. The valuation allowance primarily relates to state credits and state net operating loss carry forwards. During 2015, the valuation allowance decreased by $1,134 which is primarily due to increased profitability. During the month ended April 30, 2014 the valuation allowance increased by $100, during the eleven months ended March 31, 2014, the valuation allowance decreased by $279, and during the year ended April 30, 2013 the valuation allowance increased by $74.

As of April 30, 2015 and 2014, the Company does not have any uncertain tax positions. The Company's policy for recording penalties and interest related to uncertain tax positions is to record these amounts in "Selling, general and administrative" expense. The tax credits, carryforwards and net operating losses expire from 2016 to 2035.

At April 30, 2015, Successor 2015, Successor 2014, and Predecessor 2014 remain subject to examination by the U.S. Internal Revenue Service. In states in which the Company conducts business, the statute of limitation periods for examination generally vary from three to four years. Certain years from which net operating losses are still being carried forward remain subject to examination by the taxing authorities. The Company regularly assesses the potential outcomes of future examinations to

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

12. Income Taxes (Continued)

ensure the Company's provision for income taxes is sufficient. The Company recognizes liabilities based on estimates of whether additional taxes will be due and believes that no reserves are necessary as of April 30, 2015 and 2014.

13. Stockholders' Equity

Successor Stockholders' Equity

The Company authorized 5,000,000 shares of $0.01 par value common stock of which 3,224,838 and 3,183,870 were outstanding at April 30, 2015 and 2014, respectively.

14. Equity-Based Compensation

General

The Company has a 2014 GYP Holdings I Corp. Stock Option Plan, (the "Plan") that provides for granting of stock options and other equity awards. The Plan authorizes 353,556 shares of common stock for issuance. The stock options vest over a four year period and have a 10-year term. The plan is designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plan provides a means whereby our employees and directors develop a sense of proprietorship and personal involvement in our development and financial success and encourage them to devote their best efforts to our business. The Company accounts for share-based awards in accordance with ASC 718. ASC 718 requires measurement of compensation cost for all share-based awards at fair value on the grant date (or measurement date if different) and recognition of compensation expense, net of estimated forfeitures, over the requisite service period for awards expected to vest.

Stock Option Awards

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

14. Equity-Based Compensation (Continued)

forfeitures are reviewed and adjusted at least annually. The weighted average assumptions used in the Black-Scholes option-pricing model for the year ended April 30, 2015 are set forth below:



Volatility	59.54	%
Expected life (years)	6.0
Risk-free interest rate	1.78	%
Dividend yield	—	%

In fiscal 2015, the Company accounted for 278,013 stock option awards issued to employees that vest based on service only. The weighted average grant date fair value of each stock option was $48.06 and the aggregate fair value of options outstanding was $13,361 and the aggregate fair value of options vested was $2,228. All of these awards vest over a four-year period. Additionally, all these options could vest earlier in the event of a change in control, merger or other acquisition. This expense is recorded on an accelerated basis over the requisite service period of each separate vesting tranche. Share-based compensation expense related to stock option awards was $6,455 for the year ended April 30, 2015 and was included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). The Company also recognized related income tax benefits of $2,402. At April 30, 2015, the unrecognized compensation expense related to stock option awards was $5,570 with a remaining weighted average life of 3.1 years.

A summary of stock option activity for the year ended April 30, 2015 follows:

		Weighted average exercise price			Aggregate intrinsic value

Outstanding at April 30, 2014	—		—

Options granted	278,013	$	127.29
Options exercised	—		—
Options forfeited	—		—
Options expired	—		—

Outstanding at April 30, 2015	278,013	$	127.29	9.07	$	12,027

Exercisable at April 30, 2015	49,084	$	125.00	8.91	$	2,236
Expected to vest after April 30, 2015	228,929	$	127.78	9.10	$	9,791

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

14. Equity-Based Compensation (Continued)

Aggregate intrinsic value represents the fair value of the underlying common stock at the date of grant, which was determined based on a valuation of our common stock in excess of the weighted average exercise price multiplied by the number of options outstanding or exercisable. Options expected to vest are unvested shares net of expected forfeitures.

Subsidiaries' Stock Option Plans

Certain subsidiaries of the Company granted stock options to certain employees prior to Predecessor 2014 under various plans (the "Subsidiary Plans"). The options were valued based on the underlying common stock changes from year to year and compensation expense was recognized over the vesting period. Compensation expense recognized in Successor 2014, Predecessor 2014, and Predecessor 2013, was $1, $27 and $82, respectively. All stock options awarded under the Subsidiary Plans were exercised or expired prior to April 30, 2015.

Exercisable and partially vested stock options are presented as a component of Liabilities to noncontrolling interest holders within the Consolidated Balance Sheets of $369 at April 30, 2014.

15. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

Certain Subsidiaries have equity based compensation agreements with certain of the Subsidiary's employees and minority shareholders. These agreements are stock appreciation rights, deferred compensation agreements, and liabilities to noncontrolling interest holders. Since these agreements are typically settled in cash or notes, and do not meet the criteria established by ASC 718 to be accounted for in "Stockholders' Equity", they are accounted for as liability awards. A summary of these arrangements follows:

Stock appreciation rights —Certain subsidiaries have granted stock appreciation rights to certain employees under which payments are dependent on the appreciation in the book value per share, adjusted for certain provisions, of the applicable subsidiary. Settlements of the awards can be made in a combination of cash or installment notes, generally paid over four years, upon a triggering event. Vesting periods vary by grant date and range from fiscal 2016 to fiscal 2018. Current liabilities related to these plans of $1,050 and $446 were recorded as components of "Accrued compensation and employee benefits" at April 30, 2015 and 2014, respectively. The remaining liabilities related to these plans of $7,019 and $5,386 were recorded as components of "Other liabilities" at April 30, 2015 and 2014, respectively. The Company recorded stock compensation expense related to these awards of $2,268, $80, $1,288 and $1,061 in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively, and is included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). In Successor 2015 and Successor and Predecessor 2014, there were no forfeitures or exercises of stock appreciation rights.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

15. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Continued)

Deferred compensation —Subsidiaries' shareholders have entered into other deferred compensation agreements that granted the shareholders a payment based on a percentage in excess of book value, adjusted for certain provisions, upon an occurrence as defined in the related agreements, which are called "Buy-Sell" agreements. Current liabilities related to these plans of $11 and $15 were recorded as components of "Accrued compensation and employee benefits" at April 30, 2015 and 2014, respectively. The remaining liabilities related to these plans of $3,479 and $3,262 were recorded as components of "Other liabilities" at April 30, 2015 and 2014, respectively. The Company recorded stock compensation expense related to these agreements of $289, $31, $626 and $241 in Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively, and is included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). These instruments are redeemed in cash, usually in annual installments generally over the five years following termination of employment.

Liabilities to noncontrolling interest holders —As described in Note 1, noncontrolling interests were issued to certain employees of the subsidiaries. All of the noncontrolling interest awards are subject to mandatory redemption on termination of employment for any reason. These instruments are redeemed in cash, usually in annual installments generally over the five years following termination of employment.

Liabilities related to these agreements are classified as share-based liability awards and are measured at intrinsic value under ASC 718. Intrinsic value is determined to be the stated redemption value of the shares. Under the terms of the employee agreements, the redemption value is determined based on the book value of the subsidiary, as adjusted for certain items. The aggregate redemption values of this obligation as of April 30, 2015 and 2014 were $30,039 and $29,714, respectively. Amounts expected to be paid in the next year are included in "Accrued compensation and employee benefits" and "Current portion of long-term debt" at April 30, 2015 in amounts of $1,587 and $307, respectively. At April 30, 2014, no amounts were currently due.

Under accounting in ASC 718, the change in the redemption values of these awards is recognized as compensation expense in "Selling, general and administrative" expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Compensation expense of $1,570, $40, $2,331 and $1,954 was recognized related to these awards in Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

15. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests (Continued)

assuming the Company was to elect to repurchase all of the noncontrolling ownership interests, approximates the carrying value of noncontrolling interests in the accompanying Consolidated Balance Sheets.

In Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, the Company redeemed or repurchased interests in amounts of $1,537, $0, $998, and $4,334, respectively. These interests were redeemed through a combination of cash payments and installment notes payable.

Investment in Subsidiaries

At April 30, 2015 and 2014, all subsidiaries are greater than 80%-owned.

16. Transactions With Related Parties

The Company leases office and warehouse facilities from partnerships owned by certain stockholders of GMS Inc. and its subsidiaries. At April 30, 2015, these leases had expiration dates through fiscal 2020. Rent expense related to these leases included in the accompanying Consolidated Financial Statements approximated $1,041, $77, $854, and $919 for Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively, and are recorded in "Selling, general and administrative" expenses. At April 30, 2015, future minimum payments under the terms of the leases aggregated $4,270.

The Company purchases inventories from its former subsidiary, Southern Wall Products, Inc. ("SWP"), on a continuing basis. Certain stockholders of the Company are stockholders of SWP, which was spun-off from Gypsum Management and Supply, Inc. on August 31, 2012. The Company purchased inventory from SWP for distribution in the amount of $11,926, $1,037, $10,033 and $9,674 in Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively. Amounts due to SWP for purchases of inventory for distribution as of April 30, 2015 and 2014 were $943 and $1,053, respectively, and are included in "Accounts payable". Purchases between Gypsum Management and Supply, Inc. and SWP prior to the spin-off were accounted for as intercompany transactions and eliminated in consolidation.

The Company has a management agreement in place with AEA Investors LP. The agreement requires the Company to pay AEA an annual management fee of $2,250 per year following the Acquisition for advisory and consulting services. The fee is payable in quarterly installments of $563 in advance of the upcoming calendar quarter on the first day, and is included in "Selling, general and administrative" expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

17. Commitments and Contingencies

Lease Commitments

The Company is obligated under certain capital leases covering our fleet of vehicles as well as one facility. The fleet vehicle leases have terms ranging from one to four years and the facility lease has a term of 11 years. The carrying value of property and equipment under capital leases was $8,555 and $7,676 at April 30, 2015 and 2014, respectively. Amortization of assets held under capital leases is $4,320, $309, $3,398 and $2,867 in Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively, included with depreciation expense on the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company also leases certain noncancelable operating leases, primarily office and warehouse facilities and equipment. These leases generally contain renewal options for periods ranging from one to five years. Rent expense for operating leases, which may have escalating rents over the terms of the leases, is recorded on a straight-line basis over the minimum lease terms. Rent expense under operating leases, including amounts paid to affiliated partnerships, approximated $29,910, $1,458, $19,878 and $18,802 for Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, respectively. As existing leases expire, the Company anticipates such leases will be renewed or replaced with other leases that are substantially similar in terms and rental amounts which are consistent with market rates at the time of renewal.

At April 30, 2015, the approximate amounts of the annual future minimum lease payments under noncancelable operating leases, including amounts payable to affiliated partnerships, and future maturities of capital lease obligations are as follows:

	Capital			Operating

Year Ended April 30,
2016	$	3,826		$	29,891
2017		2,523			27,605
2018		989			24,232
2019		400			17,735
2020		322			11,388
Thereafter		568			12,382

	$	8,628		$	123,233

Less: Current portion		(3,826	)

Long-term capitalized lease obligations	$	4,802

Litigation, Claims and Assessment

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

18. Segments

	Successor April 30, 2015

	Successor April 30, 2015								April 30, 2015
					Depreciation & amortization		Adjusted EBITDA		April 30, 2015
	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA		Total assets
Geographic divisions	$	1,545,686	$	474,363	$	63,877	$	113,311	$	1,143,104
Other		24,399		4,608		288		549		11,472

	$	1,570,085	$	478,971	$	64,165	$	113,860	$	1,154,576

	Successor April 1 - April 30, 2014

	Successor April 1 - April 30, 2014									April 30, 2014
					Depreciation & amortization		Adjusted EBITDA			April 30, 2014
	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA			Total assets
Geographic divisions	$	125,620	$	29,164	$	6,316	$	8,468		$	1,114,973
Other		1,712		213		20		(96	)		7,378

	$	127,332	$	29,377	$	6,336	$	8,372		$	1,122,351

	Predecessor May 1 - March 31, 2014

	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA
Geographic divisions	$	1,208,777	$	370,235	$	12,048	$	79,040
Other		17,231		2,753		205		(350	)

	$	1,226,008	$	372,988	$	12,253	$	78,690

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

18. Segments (Continued)

	Predecessor April 30, 2013								April 30, 2013

					Depreciation & amortization		Adjusted EBITDA		April 30, 2013
	Net sales		Gross profit		Depreciation & amortization		Adjusted EBITDA		Total assets
Geographic divisions	$	1,141,794	$	334,081	$	11,423	$	57,294	$	488,231
Other		19,816		3,198		204		217		6,395

	$	1,161,610	$	337,279	$	11,627	$	57,511	$	494,626

Reconciliation to consolidated financial statements:

	Successor						Predecessor

	Year Ended April 30, 2015			April 1 - April 30, 2014			May 1, 2013 - March 31, 2014			Year Ended April 30, 2013
Adjusted EBITDA	$	113,860		$	8,372		$	78,690		$	57,511
Interest expense		(36,396	)		(2,954	)		(4,226	)		(4,413	)
Change in fair value of mandatorily redeemable common shares		—			—			(200,004	)		(198,212	)
Interest income		1,010			76			846			798
Income tax benefit (expense)		4,526			6,863			(6,623	)		(11,534	)
Depreciation expense		(32,208	)		(3,818	)		(12,224	)		(11,665	)
Amortization expense		(31,957	)		(2,518	)		(38	)		(72	)
Executive compensation		—			(20	)		(2,427	)		(13,420	)
Stock appreciation rights expense		(2,268	)		(80	)		(1,288	)		(1,061	)
Redeemable noncontrolling interests		(1,859	)		(71	)		(2,957	)		(2,195	)
Equity-based compensation		(6,455	)		(1	)		(27	)		(82	)
Acquisition related costs		(837	)		(16,155	)		(51,809	)		(230	)
Severance and other costs for discontinued operations and closed branches		(413	)		—			—			30
Transaction costs (acquisitions and other)		(1,891	)		—			—			—
(Loss) gain on disposal of assets		(1,089	)		(170	)		1,034			2,231
Management fee to related party		(2,250	)		(188	)		—			—
Effects of fair value adjustments to inventory		(5,012	)		(8,289	)		—			—
Interest rate swap and cap mark-to-market		(2,494	)		—			192			(313	)
Contributions from acquisitions		(8,064	)

Net (Loss)	$	(13,797	)	$	(18,953	)	$	(200,861	)	$	(182,627	)

The Company does not earn revenues or have long-lived assets located in foreign countries. In accordance with the enterprise-wide disclosure requirements of ASC 280, the Company's net sales from

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

18. Segments (Continued)

external customers by main product lines are as follows for Successor 2015, Successor 2014, Predecessor 2014, and Predecessor 2013, respectively:

	Successor				Predecessor

	Year Ended April 30, 2015		April 1 - April 30, 2014		May 1, 2013 - March 31, 2014		Year Ended April 30, 2013
Wallboard	$	718,102	$	58,529	$	544,272	$	468,644
Ceilings		278,749		23,559		233,440		253,951
Steel		243,173		19,365		197,173		198,377
Other products		330,061		25,879		251,123		240,638

Total net sales	$	1,570,085	$	127,332	$	1,226,008	$	1,161,610

19. Condensed Parent Company Financial Information

On a standalone basis, the Company has no material assets or operations other than its ownership in GYP Holdings II Corp., which in turn has no material assets or operations other than its ownership in GYP Holdings III Corp. GYP Holdings III Corp. is the Lead Borrower under the ABL Facility and the Borrower under the Term Loan Facilities, all of which contain significant restrictions on the Company's ability to obtain funds from GYP Holdings III Corp. or any of GYP Holdings III Corp.'s subsidiaries through dividends, loans or advances. Accordingly, the following condensed financial information has been presented on a "Parent-only" basis.

Under a "Parent-only" presentation, the Company's investments in its consolidated subsidiaries are presented under the equity method of accounting using the same accounting principles and policies described in the notes to the Consolidated Financial Statements.

The following table presents the financial position of the Company as of April 30, 2015 and 2014, and the results of operations for the Successor 2015 and Successor 2014.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

19. Condensed Parent Company Financial Information (Continued)

GMS Inc.

Condensed Parent Company Balance Sheets

	April 30, 2015			April 30, 2014

Investment in subsidiary	$	297,472		$	299,434

Total assets		297,472			299,434



Stockholders' equity:
Common stock, $0.01 par value, authorized 5,000,000 shares; 3,224,838 and 3,183,870 shares issued and outstanding at April 30, 2015 and 2014, respectively		32			32
Additional paid-in capital		330,180			318,355
Accumulated deficit		(32,750	)		(18,953	)
Accumulated other comprehensive income		10			—

Total stockholders' equity	$	297,472		$	299,434

GMS Inc.

Condensed Parent Company Statements of Operations and Comprehensive Income (Loss)

	Year Ended April 30, 2015			April 1 - April 30, 2014

Net loss in subsidiaries	$	(13,797	)	$	(18,953	)
Net loss	$	(13,797	)	$	(18,953	)
Comprehensive loss	$	(13,787	)	$	(18,953	)
Weighted average shares outstanding (basic and diluted)		3,194,566			3,183,870
Net loss per share	$	(4.32	)	$	(5.95	)

GMS Inc.

Condensed Parent Company Statements of Cash Flows

	Year Ended April 30, 2015		April 1 - April 30, 2014

Net cash provided by operating activities	$	—	$	—
Net cash used in investing activities		—		(224,108	)
Net cash provided by financing activities	$	—	$	224,108

At April 30, 2015, restricted net assets of the Company's consolidated subsidiaries approximated $295,972. During Successor 2015, Successor 2014, Predecessor 2014 and Predecessor 2013, the Company's consolidated subsidiaries did not pay any cash dividends to the Company.

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GMS Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended April 30, 2015, Period From April 1, 2014 to April 30, 2014 (Successor),
Period From May 1, 2013 to March 31, 2014 (Predecessor), and Year Ended April 30, 2013

(in thousands of dollars, except for share and per share data)

20. Valuation and Qualifying Accounts

Allowance for Doubtful Accounts Rollforward



Fiscal Year Ended April 30, 2015	(2,752	)	(5,828	)	(1,158	)	1,105	(8,633	)
One Month Ended April 30, 2014—Successor	—		(1,593	)	(1,600	)	441	(2,752	)

Eleven Months Ended March 31, 2014—Predecessor	(17,066	)	(1,599	)	79		2,625	(15,961	)
Fiscal Year Ended April 30, 2013	(16,699	)	(2,206	)	(23	)	1,862	(17,066	)

(a): Charged to other accounts represents the net increase (decrease) for specifically reserved accounts, as well as the net change in reserves for sales discounts, service charges and sales returns.

Valuation Allowance on Deferred Tax Assets Rollforward



Fiscal Year Ended April 30, 2015	(1,276	)	(67	)	1,200	(143	)
One Month Ended April 30, 2014—Successor	(1,396	)	(1	)	121	(1,276	)

Eleven Months Ended March 31, 2014—Predecessor	(1,676	)	(816	)	1,096	(1,396	)
Fiscal Year Ended April 30, 2013	(1,603	)	(187	)	114	(1,676	)

21. Subsequent Event

The Company has evaluated subsequent events through July 28, 2015, which is the date these financial statements were issued.

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Through and including , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all the costs and expenses, other than underwriting discounts, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the Registrant will pay all of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the New York Stock Exchange listing fee:

	Amount

SEC registration fee	$	23,240
FINRA filing fee		30,500
The New York Stock Exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*

Total	$	*

*: To be filed by amendment.

Item 14. Indemnification of Directors and Officers

Section 102 of the Delaware law allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The registrant's certificate of incorporation contains a provision which eliminates directors' personal liability as set forth above.

The registrant's certificate of incorporation and bylaws provide in effect that the registrant shall indemnify its directors and officers to the extent permitted by the Delaware law. Section 145 of the Delaware law provides that a Delaware corporation has the power to indemnify its directors, officers, employees and agents in certain circumstances. Subsection (a) of Section 145 of the Delaware law empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

Subsection (b) of Section 145 of the Delaware law empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person

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acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a director or officer or employee of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; and the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

The registrant has in effect insurance policies for general officers' and directors' liability insurance covering all of its officers and directors.

Item 15. Recent Sales of Unregistered Securities

During the three years preceding the filing of this registration statement, we have issued the following securities which were not registered under the Securities Act of 1933, as amended (all share numbers before the proposed split):

In connection with the closing of the Acquisition, on April 1, 2014, we issued 3,183,870 shares of our common stock. From the closing of the Acquisition to , 2015 we have issued an additional shares of our common stock.

During the past three years, we issued options to purchase an aggregate of 278,013 shares of common stock under the Option Plan.

The issuances of the securities in the transactions described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and/or Rules 506 and 701 promulgated thereunder. The securities were issued directly by the registrant and did not involve a public offering or general solicitation. The recipients of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

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(b) Financial Statement Schedules.

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucker, State of Georgia, on this 5 ^th day of October, 2015.


		GMS INC.
		By:		/s/ H. DOUGLAS GOFORTH H. Douglas Goforth Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


* G. Michael Callahan, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)	October 5, 2015
/s/ H. DOUGLAS GOFORTH H. Douglas Goforth	Chief Financial Officer (Principal Financial Officer)	October 5, 2015
* Richard Alan Adams	Chief Accounting Officer (Principal Accounting Officer)	October 5, 2015
* Richard K. Mueller	Chairman of the Board	October 5, 2015
* Peter C. Browning	Director	October 5, 2015
* Justin de La Chapelle	Director	October 5, 2015
* John J. Gavin	Director	October 5, 2015
* Theron I. Gilliam	Director	October 5, 2015

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Signature		Title	Date


* Brian R. Hoesterey		Director	October 5, 2015
* Ronald R. Ross		Director	October 5, 2015
* J. Louis Sharpe		Director	October 5, 2015
* J. David Smith		Director	October 5, 2015
*By:	/s/ H. DOUGLAS GOFORTH H. Douglas Goforth Attorney-in-fact

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INDEX TO EXHIBITS

		Exhibit Description

1.1	*	Form of Underwriting Agreement.
3.1		Amended and Restated Certificate of Incorporation of the Company, currently in effect.
3.2	*	Form of Amended and Restated Certificate of Incorporation of the Company, to be effective upon the closing of this offering.
3.3		By-laws of the Company, currently in effect.
3.4	*	Form of Amended and Restated Bylaws of the Company, to be effective upon the closing of this offering.
4.1	*	Specimen Common Stock Certificate of the Company.
5.1	*	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
10.1		Stock Purchase Agreement, by and among GYP Holdings III Corp., Gypsum Management and Supply, Inc. and each of the persons set forth on Schedule A attached thereto as sellers, dated February 11, 2014.
10.2	*	Management Agreement, by and among the Company, GYP Holdings III Corp. and AEA Investors LP, dated April 1, 2014.
10.3		Registration Rights Agreement, by and among the Company, certain affiliates of AEA Investors LP and certain investors identified on the signature page thereto, dated April 1, 2014.
10.4		Stockholders' Agreement, by and among the Company, certain affiliates of AEA Investors LP and certain investors identified on the signature page thereto, dated April 1, 2014.
10.5		ABL Credit Agreement, among GYP Holdings III Corp., the entities listed on Schedule I thereto, GYP Holdings II Corp., Wells Fargo Bank, N.A., the other lenders party thereto, Royal Bank of Canada, Credit Suisse Securities (USA) LLC, UBS Securities LLC, SunTrust Bank and RBC Capital Markets, LLC, dated April 1, 2014.
10.6		First Lien Credit Agreement, among GYP Holdings III Corp., the entities listed on Schedule I thereto, GYP Holdings II Corp., Wells Fargo Bank, N.A., the other lenders party thereto, Royal Bank of Canada, Credit Suisse Securities (USA) LLC, UBS Securities LLC, SunTrust Bank and RBC Capital Markets, LLC, dated April 1, 2014.
10.7		Second Lien Credit Agreement, among GYP Holdings III Corp., the entities listed on Schedule I thereto, GYP Holdings II Corp., Wells Fargo Bank, N.A., the other lenders party thereto, Royal Bank of Canada, Credit Suisse Securities (USA) LLC, UBS Securities LLC, SunTrust Bank and RBC Capital Markets, LLC, dated April 1, 2014.
10.8		ABL/Term Intercreditor Agreement, among GYP Holdings III Corp., GYP Holdings II Corp., the other Grantors party thereto, Wells Fargo Bank, N.A., Credit Suisse AG and each additional Representative from time to time party thereto, dated April 1, 2014.
10.9		First Lien/Second Lien Intercreditor Agreement, among GYP Holdings III Corp., GYP Holdings II Corp., the other Grantors party thereto, Credit Suisse AG and each additional Representative from time to time party thereto, dated April 1, 2014.
10.10	†	Amended and Restated Employment Agreement, by and between G. Michael Callahan, Jr. and the Company, dated August 28, 2015.

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		Exhibit Description

10.11	†	Amended and Restated Employment Agreement, by and between Richard Alan Adams and the Company, dated August 31, 2015.
10.12	†	Amended and Restated Employment Agreement, by and between Richard K. Mueller and the Company, dated June 30, 2015.
10.13	†	Employment Agreement, by and between H. Douglas Goforth and the Company, dated August 12, 2014.
10.14	†	Employment Agreement, by and between Stephen K. Barker and the Company, dated April 1, 2014.
10.15	†	Separation Agreement, by and between Stephen K. Barker and the Company, dated May 11, 2014.
10.16	†	Option Exercise and Stock Purchase Agreement by and between Stephen K. Barker and the Company, dated June 1, 2015.
10.17	†	2014 GMS Inc. Stock Option Plan, effective April 1, 2014.
10.18	†	Form of Nonqualified Stock Option Agreement.
10.19	†	GMS Inc. Annual Incentive Plan.
21.1	*	List of subsidiaries of GMS Inc.
23.1		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2	*	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
24.1	**	Power of Attorney.

*: To be filed by amendment.
**: Previously filed.
†: Indicates a management contract or compensatory plan or arrangement.

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Exhibit 3.1

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 01:26 PM 07/06/2015
	FILED 01:13 PM 07/06/2015
	SRV 151011773 - 5346733 FILE

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
GYP HOLDINGS I CORP.

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

GYP Holdings I Corp., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, at a meeting duly called and held on June 19, 2015 and at which a quorum was present and acting throughout, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of GYP Holdings I Corp. be amended by changing the Article First thereof so that, as amended, the Article shall be and read as follows:

“ ARTICLE FIRST : The name of this Corporation is GMS Inc.”

SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed and acknowledged by its duly authorized officer on the date first written above.

	By:	/s/ H. Douglas Goforth
		Name: H. Douglas Goforth
		Title: Chief Financial Officer

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 11:31 AM 03/28/2014
	FILED 11:28 AM 03/28/2014
	SRV 140396719 - 5346733 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GYP HOLDINGS I CORP.

GYP Holdings I Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

(a) The name of the Corporation is GYP Holdings I Corp.;

(b) ADCO Holding Corporation filed its original Certification of Incorporation (the “Original Certificate”) with the Secretary of State of the State of Delaware (the “Secretary”) pursuant to the Delaware General Corporation Law, as amended (the “DGCL”), on June 6, 2013, and subsequently amended the Original Certificate by filing with the Secretary pursuant to the DGCL a Certificate of Amendment of Certificate of Incorporation on each of June 7, 2013, January 24, 2014 and February 7, 2014 (the Original Certificate, as so amended, the “Current Certificate”);

(c) This Amended and Restated Certification of Incorporation, which amends and restates the Current Certificate in its entirety, was duly adopted in accordance with Sections 242, 245 and 228 of the DGCL; and

(d) The Amended and Restated Certificate of Incorporation of the Corporation shall read in its entirety:

FIRST: The name of the Corporation is:

GYP Holdings I Corp.

SECOND; The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, zip code 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Five Million (5,000,000) shares of Common Stock, and the par value of each such share is One Cent ($0.01).

FIFTH: Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

SIXTH: The Board of Directors is expressly authorized to adopt, amend, or repeal the By-Laws of the Corporation without the assent or vote of the stockholders, in any manner not inconsistent with the DGCL or this Amended and Restated Certificate of Incorporation of the Corporation.

SEVENTH: To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a Director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director. If the DGCL is amended to authorize corporation action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this article SEVENTH by the stockholders of the Corporation or otherwise shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

EIGHTH: Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, including any appeal, by reason of the fact that such person (or a person of whom such person is the legal representative) is or was a director, officer, employee or agent of the Corporation or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, partner, member, employee, other fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee

benefit plans or public service or charitable organizations, whether the basis of such claim or proceeding is alleged actions or omissions in any such capacity or in any other capacity while serving as a director, officer, trustee, partner, member, employee, other fiduciary or agent thereof, may be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, against all expense and liability (including without limitation, attorneys’ fees and disbursements, court costs, damages, fines, amounts paid or to be paid in settlement, and excise taxes or penalties) reasonably incurred or suffered by such person in connection therewith and such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and may inure to the benefit of such person’s heirs, executors and administrators. The Corporation, by provisions in its By-Laws or by agreement, may accord to any current or former director, officer, employee or agent of the Corporation the right to, or regulate the manner of providing to any current or former director, officer, employee or agent of the Corporation, indemnification to the fullest extent permitted by the DGCL.

IN WITNESS WHEREOF, I have hereunto set my hand this 28 th day of March, 2014, and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.

	GYP Holdings I Corp.


	By:	/s/ Barbara L. Burns
		Barbara L. Burns, Vice Preseident

Exhibit 3.3

BY-LAWS

ADCH Holding Corporation
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meeting . The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors of the Corporation, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

SECTION 2. Special Meetings . Except as otherwise provided in the Certificate of Incorporation of the Corporation, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairman of the Board or the President and shall be called by the Chairman of the Board, the President or the Secretary at the request in writing of stockholders holding together at least twenty-five percent (25%) of the number of shares of stock outstanding and entitled to vote at such meeting. Any special meeting of the stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3. Notice of Meetings . Except as otherwise provided in these By-Laws or by law, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his address as it appears on the records of the Corporation. The notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a written waiver, in person or by proxy, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice or any waiver by electronic transmission.

SECTION 4. Quorum . At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by

these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

SECTION 5. Adjourned Meetings . Whether or not a quorum shall be present in person or represented by proxy at any meeting of the stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6. Organization . The Chairman of the Board or, in his absence, the President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the Chairman of the Board and the President, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman of such meeting.

The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman of such meeting may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held, for the ten (10) days next preceding the meeting, to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present.

Except to the extent inconsistent with such rules and regulations adopted by the Board of Directors, the Chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the meeting, may include, without limitation,

the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

SECTION 7. Voting . Except as otherwise provided in the Certificate of Incorporation or by law, each stockholder shall be entitled to one (1) vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by written ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another company, if a majority of the shares entitled to vote in the election of directors of such other company is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

SECTION 8. Inspectors . When required by law or directed by the presiding officer or upon the demand of any stockholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided at any meeting of the stockholders by two (2) or more Inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner.

SECTION 9. Consent of Stockholders in Lieu of Meeting . Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Written consents may be signed through the use of facsimile, stamp or any other writing or symbol adopted by a person or entity with a present intention to authenticate a writing, and may be communicated by facsimile, telegram, cablegram or other electronic transmissions.

ARTICLE II

Board of Directors

SECTION 1. General Powers, Number and Term of Office . The business and affairs of the Corporation shall be managed by or under the direction of up to twelve (12) Directors, who need not be stockholders of the Corporation. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by law or the Certificate of Incorporation directed or required to be exercised or done by the stockholders. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. The number of Directors may be altered from time to time by amendment of these By-Laws.

SECTION 2. Removal, Vacancies and Additional Directors . The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

When one (1) or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3. Place of Meeting . The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board of Directors from time to time shall determine or as shall be specified in the notice of any such meeting.

SECTION 4. Regular Meetings . Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Director at least five (5) days before the first meeting held in pursuance thereof.

SECTION 5. Special Meetings . Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board, the President or by any two (2) of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two (2) days before the meeting or by causing the same to be delivered personally or transmitted by facsimile, electronic transmission or similar means or sent by certified, registered or overnight mail at least one (1) day before the meeting to each Director, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these By-Laws may be transacted at any special meeting, and an amendment of these By-Laws may be acted upon if the notice of the meeting shall have stated that the amendment of these By-Laws is one of the purposes of the meeting. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these By-Laws. Notice of any such meeting need not be given to any Director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum . Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third (1/3) of the total number of Directors nor less than two (2) Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board of Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7. Organization . The Chairman of the Board or, in his absence, the President shall preside at all meetings of the Board of Directors. In the absence of the Chairman of the Board and the President, a Chairman of the meeting shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as Secretary of the meeting.

SECTION 8. Committees . The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the Corporation. The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or

a revocation of a dissolution, or amending these By-Laws; and unless such resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

SECTION 9. Conference Telephone Meetings . Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10. Consent of Directors or Committee in Lieu of Meeting . Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmissions and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1. Officers . The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 7 of this Article III. The Chairman of the Board, the President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Officers may, but need not, be Directors. Any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them.

Any vacancy caused by the death of any officer, his resignation, his removal, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors.

SECTION 2. Powers and Duties of the Chairman of the Board . The Chairman of the Board shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors.

SECTION 3. Powers and Duties of the President . The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors and the Chairman of the Board, shall have general charge and control of all its operations and shall perform all duties incident to the office of President. In the absence of the Chairman of the Board, he shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors or the Chairman of the Board.

SECTION 4. Powers and Duties of the Vice Presidents . Each Vice President shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors, the Chairman of the Board or the President.

SECTION 5. Powers and Duties of the Secretary . The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose; he shall attend to the giving or serving of all notices of the Corporation; he shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and he shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these By-Laws or the Board of Directors, the Chairman of the Board or the President.

SECTION 6. Powers and Duties of the Treasurer . The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation which may have come into his hands; he may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; he shall sign all receipts and vouchers for payments made to the Corporation; he shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of by him and whenever required by the Board of Directors or the President shall render statements of such accounts; he shall, at all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business

hours; and he shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors, the Chairman of the Board or the President.

SECTION 7. Additional Officers . The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board of Directors may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned to them by the Board of Directors, the Chairman of the Board or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary.

SECTION 8. Giving of Bond by Officers . All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board of Directors shall require.

SECTION 9. Voting Upon Stocks . Unless otherwise ordered by the Board of Directors, the Chairman of the Board, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meetings shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 10. Compensation of Officers . The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Stock-Fiscal Year

SECTION 1. Certificates For Shares of Stock . The certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates

had not ceased to be such officer or officers of the Corporation. Any or all of the signatures on a certificate may be a facsimile.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2. Lost, Stolen or Destroyed Certificates . Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he shall file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3. Transfer of Shares . Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in the preceding Section 2 of this Article IV.

SECTION 4. Regulations . The Board of Directors shall have power and authority to make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to

corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 6. Dividends . Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 7. Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

SECTION 8. Fiscal Year . The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE V

Miscellaneous Provisions

SECTION 1. Checks, Notes, Etc . All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depositary by the Treasurer, or otherwise as the Board of Directors may from time to time, by resolution, determine.

SECTION 2. Loans . No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized so to do, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the

Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3. Waivers of Notice . Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 4. Offices Outside of Delaware . Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors, the Chairman of the Board or the President.

SECTION 5. Indemnification of Directors, Officers and Employees . The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer, employee or agent of the Corporation or is or was serving, at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers, employees or agents may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any by-law, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Section 5 of Article V.

The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

The Board of Directors may from time to time adopt further By-Laws with respect to indemnification and may amend these and such By-Laws to provide at all times the fullest indemnification permitted by law.

ARTICLE VI

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or

special meeting by the affirmative vote of a majority of all of the members of the Board of Directors, provided in the case of any special meeting at which all of the members of the Board of Directors are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof, including the By-Laws adopted by the Board of Directors, may be altered, amended or repealed and other By-Laws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

* * * *

Exhibit 10.1

EXECUTION VERSION

CONFIDENTIAL

STOCK PURCHASE AGREEMENT

BY AND AMONG

GYP HOLDINGS III CORP.,

as Buyer,

GYPSUM MANAGEMENT AND SUPPLY, INC.,

as Company,

and each of the Persons set forth on Schedule A hereto,

as Sellers

Dated as of February 11, 2014

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS; CONSTRUCTION	1
1.1	Definitions	1
1.2	Construction	14

ARTICLE II	THE TRANSACTION	15
2.1	Sale and Purchase of Shares	15
2.2	Purchase Price	15
2.3	Closing	15
2.4	Payment and Related Transactions	15
2.5	Closing Date Purchase Price Adjustment	17
2.6	Post-Closing Purchase Price Adjustment	17
2.7	Withholding	19

ARTICLE III	REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY	19
3.1	Organization and Authority	19
3.2	Authorization; Enforceability	19
3.3	Capitalization; Subsidiaries	20
3.4	No Violation of Laws or Agreements; Consents	20
3.5	Financial Statements	21
3.6	Absence of Undisclosed Liabilities	21
3.7	No Changes	22
3.8	Taxes	23
3.9	Rights in Assets	24
3.10	No Pending Litigation	25
3.11	Compliance With Law; Permits	25
3.12	Intellectual Property Rights	26
3.13	Labor Matters	27
3.14	Employee Related Agreements and Plans; ERISA	29
3.15	Environmental Matters	30
3.16	Bank Accounts	32
3.17	Material Contracts	32
3.18	Brokers	33
3.19	Insurance	34
3.20	Related Party Transactions	34
3.21	Suppliers	34
3.22	Disclaimer of Company Warranties	34

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF EACH SELLER GROUP	34
4.1	Authorization; Enforceability	34
4.2	Share Ownership	35
4.3	No Violation of Laws or Agreements; Consents	35
4.4	No Pending Litigation or Proceedings	35

4.5	Related Party Transactions	35
4.6	Disclaimer of Seller Warranties	36

ARTICLE V	REPRESENTATIONS AND WARRANTIES OF BUYER	36
5.1	Organization	36
5.2	Authorization; Enforceability	36
5.3	No Violation of Laws; Consents	36
5.4	No Pending Litigation or Proceedings	36
5.5	Brokers	37
5.6	Investment	37
5.7	Financial Ability	37
5.8	Independent Evaluation	38

ARTICLE VI	ACTIONS PRIOR TO CLOSING DATE	39
6.1	Access to Information	39
6.2	Notice of Certain Events	39
6.3	Consents of Third Parties	39
6.4	Filings Under the HSR Act and Other Antitrust Laws	40
6.5	Operations Prior to Closing Date	41
6.6	Environmental Due Diligence	44
6.7	Negotiations	44
6.8	Financing	45
6.9	Tax Matters	47
6.10	Employees and Employee Benefit Plans	52
6.11	No Public Announcement; Contact with Company Suppliers and Customers	54
6.12	Expenses	54
6.13	Books and Records	54
6.14	Termination of Share Restrictions	55
6.15	Director & Officers Protection	55
6.16	Confidentiality	56
6.17	Sellers’ Non-Compete and Non-Solicit	56
6.18	Delivery of Interim Financial Statements	57

ARTICLE VII	CONDITIONS TO CLOSING; DELIVERABLES	57
7.1	Conditions Precedent to Obligation of Buyer	57
7.2	Conditions Precedent to Obligation of Sellers	58
7.3	Deliveries at the Closing	59

ARTICLE VIII	TERMINATION	60
8.1	Termination Rights	60
8.2	Termination Fee	62
8.3	Effect of Termination	63

ARTICLE IX	INDEMNIFICATION	64
9.1	Survival of Representations, Warranties, Covenants and Agreements	64
9.2	Indemnification	64

9.3	Procedures	66
9.4	Excluded Damages and Remedy	68
9.5	Environmental Remediation	68
9.6	Sole Remedy	69
9.7	Materiality	69

ARTICLE X	MISCELLANEOUS	69
10.1	Further Assurances	69
10.2	Notices	69
10.3	Assignment; Governing Law	71
10.4	Amendment and Waiver	73
10.5	Entire Agreement; No Third Party Beneficiaries	73
10.6	Severability	74
10.7	Counterparts; Signatures	74
10.8	Arbitration	74
10.9	Transfer of Privilege; Conflicts	75
10.10	Specific Performance	76

EXHIBITS

Exhibit A – Form of Escrow Agreement

iii

SCHEDULES

Schedule A	Sellers
Schedule 1.1A	Accounting Protocol
Schedule 1.1P	Permitted Encumbrances
Schedule 1.1T	Transaction Tax Deductions
Schedule 3.1	Organization and Authority
Schedule 3.3(a)	Capitalization - Company
Schedule 3.3(b)	Capitalization - Subsidiaries
Schedule 3.4(b)	Consents
Schedule 3.5(a)	Financial Statements
Schedule 3.5(b)	Financial Statements - Exceptions
Schedule 3.7	No Changes
Schedule 3.8(c)	Taxes – Audits; Examinations
Schedule 3.8(d)	Taxes – Agreements
Schedule 3.8(e)	Taxes – Consolidated Returns
Schedule 3.8(h)	Taxes – Additional Disclosures
Schedule 3.9(a)	Owned Real Property
Schedule 3.9(b)	Leases of Real Property
Schedule 3.9(c)	Owned Personal Property
Schedule 3.9(d)	Leased Personal Property
Schedule 3.9(f)	Condemnation Proceedings
Schedule 3.11(b)	Permits
Schedule 3.12(a)(i)	Intellectual Property Assets – Marks
Schedule 3.12(a)(ii)	Intellectual Property Assets – Patents
Schedule 3.12(a)(iii)	Intellectual Property Assets – Copyrights and Unpublished Works
Schedule 3.12(a)(iv)	Intellectual Property Assets – Domain Names
Schedule 3.12(b)(i)	Rights in Intellectual Property – General
Schedule 3.12(b)(iv)	Rights in Intellectual Property – Licenses
Schedule 3.12(c)	Company IT Asset Exposure
Schedule 3.13(a)	Labor Matters – Employees
Schedule 3.13(c)	Labor Matters – Collective Bargaining
Schedule 3.13(d)	Labor Matters – Employment Disputes
Schedule 3.13(g)	Labor Matters – Employee Contracts
Schedule 3.14(a)	Employee Benefits Plans
Schedule 3.14(b)	ERISA
Schedule 3.14(c)	General Compliance
Schedule 3.14(f)	Acceleration of Employee Benefits
Schedule 3.14(i)	409A Compliance
Schedule 3.15(g)	Environmental Matters – Asbestos Actions
Schedule 3.15(h)	Environmental Matters – Asbestos Products
Schedule 3.15(i)	Environmental Matters – Insurance for Asbestos Claims

Schedule 3.15(j)	Environmental Matters – Phase I and Phase II Environmental Assessments
Schedule 3.16	Bank Accounts
Schedule 3.17(a)	Material Contracts – Listing
Schedule 3.17(b)	Material Contracts – Status
Schedule 3.18	Brokers (Company)
Schedule 3.19(a)	Insurance Policies
Schedule 3.21	Suppliers
Schedule 4.5	Related Party Transactions
Schedule 5.5	Brokers (Buyer)
Schedule 5.7	Commitment Letters
Schedule 6.3(a)	Consents of Third Parties – Contracts
Schedule 6.3(b)	Consents of Third Parties – Other
Schedule 6.5(a)	Operations Prior to Closing Date – Exceptions
Schedule 6.5(c)	Operations Prior to Closing Date – Excess Properties
Schedule 6.5(d)	Senior Management Bonus Recipients

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “ Stock Purchase Agreement ”), dated as of February 11, 2014, is made by and among GYP HOLDINGS III CORP . , a Delaware corporation (“ Buyer ”), GYPSUM MANAGEMENT AND SUPPLY, INC. , a Georgia corporation (“ Company ”), and each of the Persons set forth on Schedule A attached hereto (each a “ Seller ” and collectively, the “ Sellers ”).

WHEREAS, Sellers collectively own all of the issued and outstanding shares of capital stock of the Company (the “ Shares ”);

WHEREAS, the Sellers desire to sell and convey the Shares (other than the Rollover Shares) to Buyer, and Buyer desires to purchase such Shares from the Sellers, upon the terms and conditions set forth in this Agreement;

WHEREAS, concurrently with the execution of this Stock Purchase Agreement, certain of the Sellers have entered into a Subscription Agreement, dated as of the date hereof (the “ Seller Subscription Agreement ”), pursuant to which each such Seller has agreed to contribute to Holdco their respective Rollover Shares in exchange for shares of the common stock, par value $0.01 per share, of Holdco (“ Holdco Shares ”) in a transaction intended to be a tax-free exchange under Section 351 of the Code ;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, the Parties, each intending to be legally bound hereby, agree as set forth below.

ARTICLE I
DEFINITIONS; CONSTRUCTION

1.1 Definitions . As used in this Agreement, the following terms have the meanings specified in this Section 1.1 .

“ AAA ” means the American Arbitration Association.

“ Accounting Mediator ” has the meaning set forth in Section 2.6(b) .

“ Accounting Protocol ” means the protocol, set forth on Schedule 1.1A , for determining the Company’s working capital for purposes of Sections 2.4 through 2.6 .

“ Acquisition Proposal ” has the meaning set forth in Section 6.7 .

“ Adjusted Purchase Price ” has the meaning set forth in Section 2.2 .

“ Adjustment Escrow Amount ” means an amount equal to $10,000,000.

“ Adjustment Escrow Fund ” has the meaning set forth in Section 2.4(b) .

“ After-Tax Rate ” means 61.45%.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person, where “control” (and its variants) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, contract, or otherwise. For the avoidance of doubt, the GMS Entities shall be Affiliates of the Buyer from and after the completion of the Closing.

“ Agreement ” or “ Stock Purchase Agreement ” means this Stock Purchase Agreement, together with all Disclosure Schedules and Exhibits attached hereto.

“ Alternative Financing ” has the meaning set forth in Section 6.8(e) .

“ Annual Financial Statements ” has the meaning set forth in Section 3.5(a) .

“ Antitrust Division ” means the Antitrust Division of the United States Department of Justice.

“ Asbestos Action ” means any Litigation, including claims for bodily injury, death or medical monitoring, arising out of or relating to actual or alleged exposure to asbestos or asbestos-containing materials.

“ Business ” means the business and operations of the Company and its Subsidiaries, taken as a whole, in connection with the distribution of wallboard and acoustical products, together with metal framing, insulation, ready-mix joint compound, and related interior construction products.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Georgia are authorized or obligated by law or executive order to close.

“ Buyer ” has the meaning set forth in the introduction.

“ Buyer Benefit Programs ” means any employee benefit plan, program or arrangement sponsored by the Buyer or any of its Affiliates (including, on and after the Closing Date, the GMS Entities).

“ Buyer Indemnified Parties ” means Buyer, its Affiliates (including, following the Closing, the Company and its Subsidiaries), and their respective directors, officers, employees, agents and representatives.

“ Buyer Termination Fee ” has the meaning set forth in Section 8.2(a) .

“ CERCLA ” has the meaning set forth in the definition of “Environmental Law.”

“ Claim-Related Expenses ” means any and all reasonable third party expenses incurred in connection with defending any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs,

witness fees and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals).

“ Closing ” has the meaning set forth in Section 2.3 .

“ Closing Cash Purchase Price ” has the meaning set forth in Section 2.4 .

“ Closing Date ” has the meaning set forth in Section 2.3 .

“ Closing Date Cash Amount ” means, as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the Closing Date, the aggregate amount of marketable securities and cash of the GMS Entities determined in accordance with GAAP consistently applied, including bank account balances and amounts located at a facility of any GMS Entity, and excluding, for purposes of clarity, the aggregate amount of outstanding checks.

“ Closing Date Indebtedness Amount ” means the amount of Debt Obligations of the Company as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the Closing Date.

“ Closing Date Working Capital ” means, as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the Closing Date, an amount equal to the Company’s current assets minus the Company’s current liabilities, in each case as determined with respect to only those items referenced in and otherwise subject to the Accounting Protocol.

“ Closing Statement ” has the meaning set forth in Section 2.5 .

“ COBRA ” means the provisions of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA.

“ Code ” means the United States Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder.

“ Committed Financing Sources ” means the lenders participating in the Debt Financing pursuant to one or more Debt Commitment Letters, and the lenders which become parties to any joinder agreements, indentures or credit agreements entered into pursuant to the Debt Commitment Letters or related thereto, provided, however, Committed Financing Sources shall not include Buyer, Sponsor, or any of their respective Affiliates.

“ Committed Financing Parties ” means the Committed Financing Sources and their respective Affiliates, and their and their Affiliates’ respective current or future general or limited partners, stockholders, managers, members, directors, employees, representatives and agents and their respective successors and assigns.

“ Commitment Letters ” means, collectively, the Debt Commitment Letters and the Equity Commitment Letters.

“ Company Employee ” means any active or inactive full time employee of a GMS Entity as of the Closing Date.

“ Company IT Assets ” has the meaning set forth in Section 3.12(c) ,

“ Company Transaction Expenses” means all fees, costs and expenses incurred by the Company or its Subsidiaries in connection with the evaluation, preparation, negotiation, documentation, execution and performance of this Agreement or the other Transaction Documents, including (i) the fees and expenses of any investment bankers, lawyers, accountants and other outside financial and other advisors, (ii) all transaction-related bonuses paid or payable to employees of Sellers, the Company and the Subsidiaries upon the consummation of the Share Transfer, including the Transaction Bonus Amount, and (iii) the employer portion of all employment, payroll and similar Taxes incurred with respect to making any payments described in clause (ii), but excluding any such amounts paid prior to the Closing.

“ Compliant ” means, with respect to Required Information, that such information, when taken as a whole, does not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto).

“ Continuing Employees ” means any Company Employee who continues to be employed by Buyer or any of its controlled Affiliates (including the GMS Entities) for any period after the Closing Date.

“ Contract ” means any promissory note, indenture, mortgage, financial instrument, capital or operating lease of real or personal property, or other agreement to which a GMS Entity is a party (other than exclusively with another GMS Entity) or by which a GMS Entity is bound, but excluding purchase orders issued or received by a GMS Entity in the ordinary course of business.

“ D&O Indemnified Person ” has the meaning set forth in Section 6.15(a) .

“ Debt Commitment Letters ” has the meaning set forth in Section 5.7(a) .

“ Debt Financing ” has the meaning set forth in Section 5.7(a) .

“ Debt Obligation ” shall mean, without duplication, any Contract evidencing (i) an obligation (including the principal amount thereof and the amount of accrued and unpaid interest thereon) for borrowed money, (ii) any capitalized lease obligation, (iii) any obligation properly classified as funded indebtedness under GAAP, (iv) with respect to letters of credit, banker’s acceptances or similar facilities, in each case to the extent drawn, (v) in respect of interest rate or currency protection swaps, forward contracts and similar obligations, (vi) for the deferred purchase price of property or services, including all seller notes and “earn-out” payment obligations, whether or not matured, (vii) to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or equity interests or any warrants, rights or options to acquire such capital stock or equity interests, and (viii) any guarantee (whether contingent or otherwise) given by any GMS Entity in respect of any of the foregoing obligations of any other Person that is not a GMS Entity (other than the endorsement of negotiable instruments for deposit or collection in the ordinary course of business), plus, with respect to each of clauses (i) through

(viii), all premiums, fees, breakage costs or penalties related thereto; excluding, however, (A) all Intercompany Obligations, (B) any guarantee in respect of any Intercompany Obligation, and (C) for the avoidance of doubt, all amounts that are or may become due under the Minority Shareholder Agreements, all amounts that may become due under the Deferred Compensation Agreements referred to in the definition of the Minority Shareholder Deferred Compensation Amount, all obligations in respect of any operating lease and all open purchase orders for inventory and supplies entered into in the ordinary course of business.

“ Deductible ” has the meaning set forth in Section 9.2(a)(iii) .

“ Disclosure Schedules ” means the Disclosure Schedules attached to this Stock Purchase Agreement and delivered to Buyer in connection with the execution and delivery of this Agreement, as the same may be updated or supplemented in accordance with Section 6.2(a) .

“ Dispute ” has the meaning set forth in Section 10.9(b) .

“ Employee Benefit Plan ” means any (a) “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), (b) material employment, severance, termination, change in control, stock option, stock purchase, stock appreciation, restricted stock, VEBA, profit sharing, pension, retirement, deferred compensation, incentive compensation, medical, life, disability, accident, salary continuation, paid time off, supplemental retirement and unemployment benefit plan or program (whether or not insured), or (c) other material benefit plan or program, in each case (i) that is maintained, sponsored or contributed to by any GMS Entity or an ERISA Affiliate for the benefit of any current or former employee or director of any GMS Entity or (ii) pursuant to which any GMS Entity or an ERISA Affiliate could have any liability.

“ Encumbrance ” means any mortgage, deed of trust, pledge, security interest, claim, easement, lien, charge, option, restriction on transfer, conditional sale or other title retention agreement, defect in title or other restriction of a similar kind.

“ End Date ” has the meaning set forth in Section 8.1(e) .

“ Enforceability Exceptions ” has the meaning set forth in Section 3.2 .

“ Environmental Due Diligence ” has the meaning set forth in Section 6.6(a) .

“ Environmental Law ” means Laws relating to (a) the control of any pollutant, contaminant, or Hazardous Material, or the protection or restoration of the environment (including air, water and land) or natural resources; (b) the protection of human health and safety; and (c) the generation, manufacture, processing, use, handling, treatment, storage, disposal, release, distribution and transportation of solid, gaseous or liquid wastes, or Hazardous Materials, including the Clean Air Act, 42 U.S.C. §7401 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“ CERCLA ”), 42 U.S.C. §9601 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Oil Pollution Act

of 1990, 33 U.S.C. §2701 et. seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001 et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.

“ Environmental Permit ” has the meaning set forth in Section 3.15(a) .

“ Equity Commitment Letters ” has the meaning set forth in Section 5.7(a) .

“ Equity Financing ” has the meaning set forth in Section 5.7(a) .

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended, and the applicable rulings and regulations thereunder.

“ ERISA Affiliate ” means, with respect to any entity, any trade or business, whether or not incorporated, that together with such entity would be deemed a “single employer” within the meaning of Section 414(b), (c) or (m) of the Code.

“ Escrow Agent ” means JPMorgan Chase Bank, NA.

“ Escrow Amount ” means the sum of the Adjustment Escrow Amount and the Indemnity Escrow Amount.

“ Escrow Agreement ” means the Escrow Agreement to be entered into at the Closing by and among the Buyer, Sellers and the Escrow Agent, substantially in the form attached hereto as Exhibit A .

“ Estimated Cash Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Company Transaction Expenses Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Indebtedness Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Minority Interest Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Minority Shareholder Deferred Compensation Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Parent SAR Amount” has the meaning set forth in Section 2.5 .

“ Estimated Subsidiary SAR Amount ” has the meaning set forth in Section 2.5 .

“ Estimated Working Capital Amount ” has the meaning set forth in Section 2.5 .

“ Excess Properties ” has the meaning set forth in Section 6.5(c) .

“ Excess Property Proceeds ” means, with respect to each Excess Property, the net proceeds received by a GMS Entity after the Closing for the sale thereof if placed under contract prior to the second anniversary of the Closing Date, after deduction for (i) any GMS Entity’s out-

of-pocket costs and expenses incurred in connection with any such marketing and sale of such Excess Property (except to the extent included in Company Transaction Expenses hereunder), and (ii) the federal and, if applicable, state and local Tax payable in connection such sale.

“ Exhibits ” means the exhibits attached to this Stock Purchase Agreement.

“ Financial Statements ” has the meaning set forth in Section 3.5(a) .

“ Financing ” means, collectively, the Debt Financing and the Equity Financing.

“ Fundamental Representation ” has the meaning set forth in Section 9.1 .

“ Future Transaction Tax Benefit ” has the meaning set forth in Section 6.9(c)(ii) .

“ FTC ” means the United States Federal Trade Commission.

“ GAAP ” means United States generally accepted accounting principles in effect for the relevant time period.

“ GMS Asbestos Action ” has the meaning set forth in Section 3.15(g) .

“ GMS Entity ” means the Company and any Subsidiary thereof as of the date hereof and on the Closing Date.

“ Governing Documents ” means, with respect to any Person who is not a natural Person, the certificate or articles of incorporation, bylaws, operating agreement, deed of trust, or other charter documents or organizational or governing documents or instruments of such Person.

“ Governmental Body ” means any court or government (federal, state, local, foreign or provincial) or any political subdivision thereof, including without limitation, any department, commission, board, bureau, agency or other regulatory, administrative or governmental authority or instrumentality.

“ Hazardous Materials ” means (a) any regulated radioactive materials, friable asbestos, urea formaldehyde, polychlorinated biphenyls, petroleum, petroleum hydrocarbons or petroleum derivatives or byproducts; and (b) any chemicals, materials or substances classified as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous substances,” “toxic substances”, or words of similar meaning and regulatory effect, under any applicable Environmental Law.

“ Holdco” means GYP HOLDINGS I CORP., a Delaware corporation and indirect parent of Buyer.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Income Tax ” means any Tax on net or gross income, profits or receipts imposed by any Taxing Authority.

“ Income Tax Return ” means any Tax Return for Income Taxes.

“ Indemnified Party ” has the meaning set forth in Section 9.3(a) .

“ Indemnified Environmental Matter ” has the meaning set forth in Section 9.5(a) .

“ Indemnifying Party ” has the meaning set forth in Section 9.3(a) .

“ Indemnity Escrow Amount ” means $15,000,000.

“ Indemnity Escrow Fund ” has the meaning set forth in Section 2.4(b) .

“ Intellectual Property Assets ” has the meaning set forth in Section 3.12(a) .

“ Intercompany Obligations ” means all financial obligations owed by one GMS Entity solely to another GMS Entity.

“ Interim Financial Statements ” has the meaning set forth in Section 3.5(a) .

“ IRS ” means the United States Internal Revenue Service.

“ Law ” means any applicable statute, law, ordinance, rule, regulation, order, judgment or decree enacted, adopted, issued or promulgated by any Governmental Body, as in effect on the date hereof.

“ Leased Real Property ” has the meaning set forth in Section 3.9(b) .

“ Litigation ” means any action, suit, arbitration or proceeding of any nature or kind whatsoever, whether civil, criminal or administrative, at law or in equity, by or before any Governmental Body or arbitrator.

“ Losses ” means, without duplication, any and all liabilities, losses, costs, settlement payments, fines, penalties, Taxes, damages, claims, Encumbrances, Claim-Related Expenses or other charges.

“ Marketing Period ” means the first period of 15 consecutive Business Days after the date of this Stock Purchase Agreement, beginning on the first day after (i) delivery of all Required Information to the Buyer which, when so delivered, is Compliant, and with respect to the Required Information set forth in clauses (A) and (B) of Section 6.8(e)(ii) , is Compliant throughout and on each day during such 15 consecutive Business Day period, and (ii) the conditions set forth in Sections 7.1(a) , (b) , (c) , (d) and (e) and in Sections 7.2(a) , (b) and (c) have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at Closing) and, except as a result of actions or inactions on the part of Buyer or any of its Affiliates (including Sponsor), nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 7.2 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 15 Business Day period; provided, that the Marketing Period shall be deemed not to have commenced if, prior to the completion of such 15 Business

Day period, the Company’s accounting auditor shall have withdrawn its audit opinion with respect to any of the Financial Statements.

“ Marks ” has the meaning set forth in Section 3.12(a)(i) .

“ Material Adverse Effect ” means any material adverse change, effect, event, occurrence, fact or condition in or on the business, results of operation, condition (financial or otherwise) or assets of the Company and its Subsidiaries, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Adverse Effect: any material adverse facts, circumstances, events, changes, effects or occurrences (a) resulting from or relating to the identity of Buyer or any of its Affiliates as the Buyer of the Company or the announcement of or execution of this Agreement or the pendency of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers or others having relationships with the Company; (b) resulting from or relating to political conditions or any acts of terrorism or war; (c) relating to generally applicable economic conditions (including the state of the financial, debt, credit or securities markets, in the United States or elsewhere) or the industries in which the Company operates in general; (d) resulting from or relating to any change in Laws or GAAP or authoritative interpretations thereof; (e) resulting from or relating to the failure of the Business to meet projections, forecasts or estimates delivered to any Person (provided that the underlying causes of such failures may be considered in determining whether there is a Material Adverse Effect unless otherwise provided in this definition); (f) resulting from or relating to any natural or man-made disaster or acts of God, or (g) resulting from or relating to actions of the Company or any of its Affiliates which Buyer has expressly requested or to which Buyer has expressly consented; except, in the case of clauses (b), (c), (d) or (f), where such change, effect, event, occurrence, fact or condition disproportionately affects the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiaries operate.

“ Material Contracts ” has the meaning set forth in Section 3.17(a) .

“ Minority Interest Amount ” means an amount equal to (a) the aggregate “Minimum Purchase Price” of all of the equity interests in the Company’s Subsidiaries that are not owned by the Company on the Closing Date, in each case, determined in accordance with the applicable Minority Shareholder Agreement, plus (b) the aggregate intrinsic value (i.e. the applicable “Adjusted Book Value” for the subject shares, less the exercise price) of all stock options outstanding under a stock option plan of any GMS Entity.

“ Minority Shareholder Agreements ” has the meaning set forth in Section 3.3(b) .

“ Minority Shareholder Deferred Compensation Amount ” means, as of the Closing, (a) the product of (i) the aggregate amount of deferred compensation then-accrued pursuant to the terms of all Deferred Compensation Agreements set forth on Schedule 3.14(a) , multiplied by (ii) the After-Tax Rate.

“ Most Recent Balance Sheet ” has the meaning set forth in Section 3.5(b) .

“ Most Recent Balance Sheet Date ” has the meaning set forth in Section 3.5(b) .

“ Objections ” has the meaning set forth in Section 2.6(a) .

“ Owned Real Property ” has the meaning set forth in Section 3.9(a) .

“ Parent SAR Amount ” means, as of the Closing, (a) the aggregate amount then-payable in respect of the stock appreciation rights issued and outstanding pursuant to the Stock Appreciation Rights Plan of the Company (as amended through the Closing Date) plus (b) without duplication of any amount reducing the Purchase Price hereunder an amount equal to the employer portion of all employment, payroll and similar Taxes relating to all amounts described in subclause (a). The amount described in clause (a) above will be determined in accordance with the relevant provisions of the Stock Appreciation Rights Plan of the Company.

“ Parent SAR Closing Date Payout Amount ” means the Estimated Parent SAR Amount less the Parent SAR Rollover Amount.

“ Parent SAR Holder ” means each Person who holds stock appreciation rights in the Company pursuant to the Stock Appreciation Rights Plan of the Company.

“Parent SAR Rollover Amount” means, as to each Parent SAR Holder, the amount of cash deemed received in a fully taxable transaction in respect of the Parent SAR Holder’s stock appreciation rights that he or she has elected to contribute to Holdco in exchange for Holdco Shares pursuant to a subscription agreement entered into between Holdco and such Parent SAR Holder prior to the Closing, if any.

“ Party ” means each Seller, the Company, and Buyer.

“ Pay-Off Letter ” has the meaning set forth in Section 7.3(a)(ii)(E) .

“ Patents ” has the meaning set forth in Section 3.12(a)(ii) .

“ Permits ” has the meaning set forth in Section 3.11(b) .

“ Permitted Encumbrances ” means (a) liens for Taxes and other governmental charges and assessments that are not yet due and payable, or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) liens or rights of lessors, landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other similar liens arising in the ordinary course of business for sums not yet due and payable, (c) liens securing Debt Obligations reflected on the Most Recent Balance Sheet, (d) purchase money security interests, (e) easements, rights of way and liens or restrictions on use that are imposed by Law relating to zoning, building or land use which are not violated in any material manner by the current conduct of the Business, (f) other non-monetary liens on, or imperfections of (or defects in) title with respect to, and encroachments upon, property that do not materially impair the use of the property affected thereby as it is currently being used, and (f) Encumbrances set forth on Schedule 1.1P .

“ Person ” means and includes a natural person, a corporation, an association, a partnership, a limited liability company, a trust, a joint venture, an unincorporated organization or a Governmental Body.

“ Pre-Closing Period ” has the meaning set forth in Section 3.8(b) .

“ Post-Closing Adjustment Amount ” has the meaning set forth in Section 2.6(c) .

“ Prime Rate ” means, as of any date specified in this Agreement, the U.S. prime rate published in The Wall Street Journal .

“ Principal Seller ” means, individually, each of Richard K. Mueller, Richard A. Whitcomb and G. Michael Callahan, Jr.

“ Privilege Items ” has the meaning set forth in Section 10.9(a) .

“ Pro Rata Share ” means, with respect to each Seller or Seller Group, as applicable, the percentage set forth opposite such Seller’s or Seller Group’s name on Schedule A .

“ PTO ” has the meaning set forth in Section 6.10(c) .

“ Purchase Price ” has the meaning set forth in Section 2.2 .

“ Recoverable Loss ” means any Loss arising out of any single act, omission, event or circumstance (or series of related acts, omissions, events or circumstances) if such Loss exceeds $100,000.00 (and if such a Loss is incurred, the entire amount of such Loss shall be a Recoverable Loss).

“ Reference Rate ” means the Prime Rate plus 125 basis points.

“ Related Party ” means (i) any equity holder or any officer or director of any of the Company or its Subsidiaries, (ii) any spouse, former spouse, child, parent, parent of a spouse, sibling or grandchild of any of the Persons listed in clause (i) above, (iii) any Affiliate of any of the Persons listed in clause (i) or (ii) above, (iv) any corporation or organization of which such Person listed in clause (i) or (ii) above is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity interests, and (v) any trust or other estate in which any of the Persons listed in clause (i) or (ii) above has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, excluding, in each of clauses (iii) and (iv) above, the Company and its Subsidiaries.

“ Related Party Group ” means a Person that is controlled by Related Parties affiliated with more than one Seller Group, or with one Seller Group and any other Person (other than the Company) that owns equity in a Subsidiary of the Company.

“ Related Sellers ” means, as to each Principal Seller, the Sellers identified on Schedule A to this Stock Purchase Agreement as a Related Seller to such Principal Seller.

“ Required Information ” has the meaning set forth in Section 6.8(e) .

“ Resolution Date ” has the meaning set forth in Section 2.6(d) .

“ Rolling Stock ” means any trucks, vehicles, trailers and any associated equipment.

“ Rollover Amount ” means as to each Seller that is a party to the Seller Subscription Agreement, the Rollover Amount of such Seller specified in the Seller Subscription Agreement.

“ Rollover Shares ” means, as to each as to each Seller that is a party to the Seller Subscription Agreement, the number of Subject Shares (as defined in the Seller Subscription Agreement) contributed to Holdco by such Seller pursuant thereto.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller Expense Fund ” has the meaning set forth in Section 2.4(b) .

“ Seller Expense Fund Amount ” means $250,000.00.

“ Seller Group ” means, with respect to each Principal Seller, such Principal Seller together with his respective Related Sellers as identified on Schedule A to this Stock Purchase Agreement.

“ Seller Indemnified Parties ” means each Seller, and the respective officers, directors, employees, trustees, agents and representatives of any of them.

“ Seller Subscription Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Sellers’ Knowledge ” and all permutations thereof, means the actual knowledge of only the following persons: Richard A. Whitcomb; Richard K. Mueller; G. Michael Callahan, Jr.; Alan Adams; Steve Barker and Jack Hawkins .

“ Shares ” has the meaning set forth in the recitals to this Agreement.

“ Share Transfer ” has the meaning set forth in Section 2.1 .

“ Sponsor” has the meaning set forth in Section 5.7(a) .

“ Straddle Period ” means any taxable year or period beginning on or before and ending after the Closing Date.

“ Subsidiary ” means, as to any Person, any corporation, partnership, joint venture or other entity of which such Person owns, directly or indirectly, more than 50% of the outstanding voting securities or equity interests.

“ Subsidiary SAR Amount ” means, as of the Closing, the product of (i) the amounts accrued under a Stock Appreciation Rights Plan of any GMS Entity (other than the Company) but not then payable, multiplied by (ii) the After-Tax Rate. The amount described in clause (i) above will be determined in accordance with the relevant provisions of the applicable plan.

“ Sutherland ” has the meaning set forth in Section 10.9(a)

“ Target Working Capital ” means an amount equal to $225,000,000.00.

“ Tax ” means (i) any federal, state, local or foreign income, gross receipts, ad valorem, value added, excise, real or personal property, abandoned or unclaimed property, asset, sales, use, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, escheat, withholding, employment, social security, payroll, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other taxes, levies, assessments, customs, duties, imposts, charges or fees of any kind imposed by or payable to any Taxing Authority and including any interest, penalties or additions imposed with respect thereto, (ii) any liability for the payment of any amounts described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined, unitary or similar group, as a result of transferor or successor liability, or as a result of the operation of Law, and (iii) any liability for the payments of any amounts as a result of being a party to any Tax Sharing Agreement or as a result of any express or implied obligation to indemnify any other person with respect to the payment of any amounts of the type described in clauses (i) or (ii) of this definition and, in each of cases (i), (ii) and (iii), whether disputed or not.

“ Tax Matters ” has the meaning set forth in Section 6.9(c) .

“ Tax Return ” means any return, declaration, form, report, claim for refund, or information return or statement relating to any Tax, including any schedule, attachment or supplement thereto, and including any amendment thereof.

“ Tax Sharing Agreement ” means any Tax allocation agreement, Tax indemnification agreement, Tax sharing agreement or similar contract or arrangement, whether or not written.

“ Taxing Authority ” means the IRS and any other Governmental Body having jurisdiction over the assessment, determination, collection or other imposition of Taxes.

“ Transaction Bonus Amount ” means the total amount of transaction bonuses approved for payment to the Transaction Bonus Recipients, as set forth on Schedule 6.5(a) .

“ Transaction Bonus Recipient ” means an employee of a GMS Entity, as described in Schedule 6.5(a) , for whom the Company’s board of directors has authorized the payment of a bonus in connection with the consummation of the Share Transfer, provided such individual remains an employee of a GMS Entity on the Closing Date.

“ Transaction Tax Deductions ” means the items properly deductible as a matter of applicable Law at a “should” level that are borne by the Company in connection with the transactions contemplated by this Agreement, which are set forth on Schedule 1.1T .

“ Transfer Shares ” means the Shares other than the Rollover Shares.

“ Transfer Taxes ” has the meaning set forth in Section 6.9(f) .

“ WARN Act ” means the Federal Workers’ Adjustment and Retraining Notification Act, as amended, and the rules and regulations promulgated thereunder.

1.2 Construction.

(a) Unless the context otherwise requires, as used in this Agreement: (i) an accounting term not otherwise defined herein has the meaning ascribed to it in accordance with GAAP; (ii) “including” and its variants mean “including, without limitation” and its variants; (iii) words defined in the singular have the parallel meaning in the plural and vice versa; (iv) words of one gender shall be construed to apply to all genders; (v) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto, as may be amended from time to time; (vi) the terms “Article”, “Section”, “Exhibit” and “Schedule” refer to the specified Article, Section, Exhibit or Schedule of or to this Agreement; and (vii) titles and captions used in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

(b) A reference to any Person includes such Person’s successors and permitted assigns.

(d) Any references to “dollars” or “$” means dollars of the United States of America.

(e) The Disclosure Schedules and Exhibits to this Agreement are incorporated herein by reference and made a part hereof for all purposes. The information and disclosures set forth in each section of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in each other section and subsection thereof where the applicability of such information or disclosure to such other section or subsection is reasonably apparent on its face. The disclosures in the Disclosure Schedules may be over-inclusive, considering the materiality standards contained in, and the disclosures required by, the provisions of this Agreement, and the fact that any item or matter is disclosed in the Disclosure Schedules shall not itself be deemed to set or establish different standards of materiality or required disclosures from those set forth in the corresponding provisions of this Agreement. The disclosure of any item or information in the Disclosure Schedules is not an admission that such item or information is material or required to be disclosed in the Disclosure Schedules. The information and disclosure contained in the Disclosure Schedules shall not be deemed to expand in any way the scope or effect of the representations and warranties set forth in this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.

(f) The Parties, each represented by legal counsel, have each participated in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions of this Agreement.

ARTICLE II
THE TRANSACTION

2.1 Sale and Purchase of Shares. Upon the terms and conditions of this Agreement and in consideration of the Purchase Price, at the Closing, each Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase and take delivery of, such Seller’s Transfer Shares, free and clear of all Encumbrances (such sale, assignment, transfer and delivery by all Sellers, the “ Share Transfer ”). Each certificate representing Transfer Shares shall be duly endorsed, or accompanied by a stock power duly endorsed, by the applicable Seller for transfer to Buyer.

2.2 Purchase Price. The aggregate purchase price for the Transfer Shares shall be $860,000,000.00 (the “ Purchase Price ”), as such price may be adjusted in accordance with the provisions of Section 2.5 and Section 2.6 (the “ Adjusted Purchase Price ”).

2.3 Closing. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to ARTICLE VIII , and subject to the satisfaction or waiver of all of the conditions set forth in ARTICLE VII , the closing of the Share Transfer (the “ Closing ”) shall take place at 10:00 A.M., Atlanta, Georgia time, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street NE, Atlanta, Georgia 30309, on the earliest of:

(a) April 1, 2014; or

(b) if the Marketing Period has not ended as of such date, on the earliest to occur of (i) any Business Day during or before the expiration of the Marketing Period as may be specified by Buyer on no less than three (3) Business Days’ prior notice to the Company and (ii) two (2) Business Days after the final day of the Marketing Period; or

provided, in each of the foregoing clauses (a) through (c), that the conditions set forth in Article VII have each been satisfied or waived by the Party entitled to waive any such condition (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the fulfillment or waiver of those conditions). As used herein, “ Closing Date ” means the date when the Closing actually occurs.

2.4 Payment and Related Transactions .

(a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall pay each Seller by wire transfer of immediately available funds to an account designated by such Seller, an amount equal to (x) his or its Pro Rata Share of the Closing Cash Purchase Price, less (y) his or its respective Rollover Amount. As used herein “ Closing Cash Purchase Price ” means an amount calculated as follows (without duplication), all as set forth on the Closing Statement:

(i) the Purchase Price, plus

(ii) the Estimated Cash Amount; plus

(iii) the excess, if any, of the Estimated Working Capital Amount over the Target Working Capital; less

(iv) the excess, if any, of the Target Working Capital over the Estimated Working Capital Amount; less

(v) the Estimated Indebtedness Amount; less

(vi) the Estimated Minority Interest Amount; less

(vii) the Estimated Parent SAR Amount; less

(viii) the Estimated Subsidiary SAR Amount; less

(ix) the Escrow Amount; less

(x) the Seller Expense Fund Amount; less

(xi) the Estimated Minority Shareholder Deferred Compensation Amount; less

(xii) the Estimated Company Transaction Expenses Amount; less

(xiii) all other amounts to be paid by Buyer directly to a third party, at the reasonable request and on behalf of the Company in connection with the Closing.

(b) In addition, at the Closing, Buyer shall pay or deposit, by wire transfer of immediately available funds, (i) an amount equal to the Escrow Amount with the Escrow Agent, (ii) an amount equal to the Seller Expense Fund Amount to an account designated by the Sellers, (iii) an amount equal to the Parent SAR Closing Date Payout Amount plus the Transaction Bonus Amount to an account of the Company designated by the Company, for distribution to each Parent SAR Holder or Transaction Bonus Recipient, as applicable, pursuant to the last sentence of Section 2.4(c), and (iv) an amount equal to that portion of the Closing Date Indebtedness Amount to be satisfied on the Closing Date (as set forth in the Closing Statement), to each holder thereof pursuant to the Payoff Letters.

(c) The Adjustment Escrow Amount and the Indemnity Escrow Amount so deposited with the Escrow Agent (the “ Adjustment Escrow Fund ” and the “ Indemnity Escrow Fund ”, respectively), together with all interest accrued thereon, shall be governed by the terms of the Escrow Agreement. The amount so deposited in respect of the Seller Expense Fund Amount shall be available, together with all interest accrued thereon (the “ Seller Expense Fund ”), to pay any expenses of the Sellers following the Closing as they may determine in their sole discretion. As soon as practical after the Closing, Buyer shall cause the Company to pay (i) to each Parent SAR Holder his or her applicable portion of the Parent SAR Closing Date Payout Amount, in satisfaction of the Company’s obligations thereto under such Parent SAR Holder’s Stock Appreciation Rights Agreement(s), and (ii) to each Transaction Bonus Recipient, the

applicable portion of the Transaction Bonus Amount, in each case, subject to all applicable withholding pursuant to Section 2.7 .

2.5 Closing Date Purchase Price Adjustment . No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “ Closing Statement ”) setting forth its good faith (a) estimate of (i) the Closing Date Cash Amount, (ii) the Closing Date Working Capital, (iii) the Closing Date Indebtedness Amount, (iv) the Minority Interest Amount, (v) the Parent SAR Amount, (vi) the Subsidiary SAR Amount, (vii) the Minority Shareholder Deferred Compensation Amount and the (viii) the Company Transaction Expenses (such estimates, respectively, the “ Estimated Cash Amount ”, the “ Estimated Working Capital Amount ,” the “ Estimated Indebtedness Amount ,” the “ Estimated Minority Interest Amount ”, “ Estimated Parent SAR Amount ”, the “ Estimated Subsidiary SAR Amount ”, the “ Estimated Minority Shareholder Deferred Compensation Amount ” and the “ Estimated Company Transaction Expenses Amount ”), which amounts (together with the Parent SAR Rollover Amount) shall be the basis for the adjustments set forth in Section 2.4(a) , and (b) calculation of the Closing Cash Purchase Price. For purposes of this Section 2.5 and Section 2.6 , no item included in any one of the amounts described herein, or in the corresponding estimate, will also be included in any other of such amounts described herein, or in the corresponding estimate.

2.6 Post-Closing Purchase Price Adjustment .

(a) Buyer’s Calculation . As soon as practicable, but in no event later than 75 days, after the Closing Date, Buyer shall prepare or cause to be prepared and shall deliver to Sellers a statement setting forth its good faith calculation of the Closing Date Cash Amount, Closing Date Indebtedness Amount, Closing Date Working Capital, the Minority Interest Amount, the Subsidiary SAR Amount and the Company Transaction Expenses. If Sellers object to any of such Buyer estimates, Sellers shall notify Buyer no later than 45 days after Sellers’ receipt of such statement, setting forth with reasonable specificity their objections (the “ Objections ”). Thereafter, Buyer and Sellers shall endeavor in good faith, during the 30-day period commencing on the date of delivery of such notice of Objections (or such longer period as the Parties may then agree), to resolve the Objections. For so long as any Objections remain unresolved, Buyer shall make available, and shall cause the Company to make available, to Sellers such books and records as Sellers may reasonably request in connection with resolving any Objections.

(b) Dispute Resolution . If at the end of the 30-day period (or such longer period as the Parties may agree) there are any unresolved Objections, Sellers and Buyer shall submit the calculation and resolution of such unresolved Objections to Deloitte LLP or, if Deloitte LLP is not able to accept such engagement, to another independent accounting firm to be agreed upon by the Parties (the “ Accounting Mediator ”). The Accounting Mediator shall be instructed to resolve the Objections and such resolution shall be (i) set forth in writing and signed by the Accounting Mediator, (ii) delivered to Buyer and Sellers as soon as practicable after the Objections are submitted to the Accounting Mediator but not later than the 30 th day after such submission, (iii) made in accordance with this Agreement, and (iv) conclusive and binding on the Parties. The Accounting Mediator shall only decide the Objections submitted to it, and with respect to each, shall not assign any value that is greater than the highest value for such amount

claimed by either the Sellers or the Buyer or that is less than the lowest value for such amount claimed by either the Sellers or the Buyer. The Accounting Mediator shall base its decision solely upon the presentations of the Parties to the Accounting Mediator at a hearing held before the Accounting Mediator and upon any materials made available by either Party and not upon independent review. If the Accounting Mediator does not or is unwilling to resolve all of the Objections on or before the expiration of 60 days from the date of submission of the Objections, either Party shall be entitled to apply for arbitration in accordance with the provisions set forth in Section 10.8 . The costs and fees of the Accounting Mediator shall be borne by the Sellers on the one hand, and the Buyer on the other hand, in the inverse proportion that the contested amounts relating to the Objections submitted to the Accounting Mediator and awarded to such Party bears to the total contested amounts relating to such Objections, as determined by the Accounting Mediator.

(c) Adjustment Amount . Following the examination, review and, if applicable, dispute resolution procedure set out in Section 2.6(b) , the Purchase Price shall be adjusted as described herein. The amount of such adjustment (the “ Post-Closing Adjustment Amount ”) shall be equal to the sum of (i) the Closing Date Cash Amount (as finally determined) minus the Estimated Cash Amount, (ii) the Estimated Indebtedness Amount minus the Closing Date Indebtedness Amount (as finally determined), (iii) the Closing Date Working Capital (as finally determined) minus the Estimated Working Capital Amount, (iv) the Estimated Minority Interest Amount minus the Minority Interest Amount (as finally determined), (v) the Estimated Parent SAR Amount minus the Parent SAR Amount (as finally determined), (vi) the Estimated Subsidiary SAR Amount minus the Subsidiary SAR Amount (as finally determined), (vii) the Estimated Minority Shareholder Deferred Compensation Amount minus the Minority Shareholder Deferred Compensation Amount (as finally determined) and (viii) the Estimated Company Transaction Expense Amount minus the Company Transaction Expense Amount (as finally determined). If the Post-Closing Adjustment Amount is a positive number, Buyer shall pay to each Seller his or its Pro Rata Share of an amount equal thereto. If the Post-Closing Adjustment Amount is a negative number, each Seller shall pay Buyer an amount equal to its Pro Rata Share of the absolute value thereof. Any amount payable pursuant to this Section 2.6(c) shall include interest from the Closing Date to and including the date paid at the Reference Rate.

(d) Payment . Payment of the Post-Closing Adjustment Amount, plus accrued interest as set forth above, shall be made by Buyer or Sellers, as the case may be, by wire transfer of immediately available funds to the wire transfer address designated by the Party or Parties entitled to such payment. If the Post-Closing Adjustment Amount is to be paid to Buyer, then Sellers and Buyer shall jointly instruct the Escrow Agent, no later than two (2) Business Day following, as applicable (i) the date on which the Parties agree among themselves on a resolution to all Objections, (ii) the date on which the period for Objections has expired if no Objections have been asserted or, (iii) if any Objections are timely asserted and not otherwise resolved among the parties, the date on which the procedures for resolution of the Objections as set forth in Section 2.6(b) have been completed (such date, the “ Resolution Date ”), to (x) distribute to Buyer out of the Adjustment Escrow Fund any Post-Closing Adjustment Amount required to be paid by Sellers to Buyer pursuant to Section 2.6(c) , and (y) simultaneously distribute to each Seller an amount equal to his or its Pro Rata Share of the Adjustment Escrow Fund remaining after distribution of any amounts to Buyer pursuant to clause (x) hereof. If the Post-Closing Adjustment Amount is to be paid by Buyer, then Sellers and Buyer shall jointly instruct the

Escrow Agent, no later than two (2) Business Day following the Resolution Date, to distribute the entire amount of the Adjustment Escrow Fund then on deposit with the Escrow Agent to Sellers, each in accordance with their respective Pro Rata Share. In the event the Post-Closing Adjustment Amount is to be paid to Buyer pursuant to Section 2.6(c) and such amount is greater than the amount available for such payment from the Adjustment Escrow Fund, the Sellers shall pay such excess by wire transfer of immediately available funds to the wire transfer address designated by Buyer no later than five (5) Business Days following the Resolution Date.

(e) Tax Treatment . All amounts paid pursuant to this Section 2.6 shall be treated by the Parties as an adjustment to the Purchase Price, except as otherwise required by applicable Law.

2.7 Withholding . Notwithstanding anything in this Agreement to the contrary, each of Buyer and the Company shall be entitled to deduct and withhold from any payment made to or for the benefit of any Person pursuant to this Agreement or the Escrow Agreement such amounts as it may be required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax Law. Any amounts so deducted and withheld will be treated for all purposes of this Agreement and the Escrow Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Company represents and warrants to Buyer that, except as set forth on the Disclosure Schedules attached to this Agreement:

3.1 Organization and Authority. Each GMS Entity is a corporation duly organized, validly existing and in good standing under the Laws of their jurisdiction of incorporation and has the necessary corporate power and authority to own, operate and lease its properties and carry on its business as now conducted. Each GMS Entity is duly qualified to do business and in good standing in each jurisdiction in which the character of the properties owned, operated or leased by it or the nature of the activities conducted by it make such qualification and good standing necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Schedule 3.1 sets forth the state of incorporation and all jurisdictions in which the Company and its Subsidiaries are currently qualified to do business.

3.2 Authorization; Enforceability. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under and consummate the transactions contemplated by this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the consummation of the transactions contemplated hereby. This Agreement has been and each other agreement, document, instrument, or certificate contemplated hereby will be, duly executed and delivered by, and does and will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other Laws of general application relating to or affecting creditors’ rights and to

general equity principles (collectively, the “ Enforceability Exceptions ”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of the Company and no further corporate action, approval or consent on the part of the Company is necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

3.3 Capitalization; Subsidiaries .

(a) Company . The Shares constitute all of the issued and outstanding shares of capital stock of the Company and are owned of record by Sellers as set forth on Schedule 3.3(a) . The authorized capital stock of the Company consists of (i) 300,000 shares of Class A Common Stock, of which 85,263 shares are issued and outstanding, and (ii) 800,000 shares of Class B Common Stock, of which 767,367 shares are issued and outstanding. All of such outstanding Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.3(a) , there are no outstanding options, warrants, rights or subscriptions to purchase any capital stock of the Company, nor has the Company entered into or otherwise become a party to any Contract to issue or sell any shares of its capital stock, or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or granted to any Person any right that is in effect on or after the date hereof to subscribe for or acquire from it any shares of its capital stock, and no such securities, obligations or rights are outstanding.

(b) Subsidiaries . Except for the capital stock of the Subsidiaries set forth on Schedule 3.1 , the Company does not own any capital stock or other ownership interest in any other Person. Except as set forth on Schedule 3.3(b) , the Company is the record and beneficial owner of all of the issued and outstanding capital stock of each of its Subsidiaries, free and clear of any and all Encumbrances except those arising under federal and state securities laws. All of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 3.3(b) , there are no outstanding options, warrants, rights or subscriptions to purchase any capital stock or other ownership interest of any Subsidiary, nor has any Subsidiary entered into or become a party to any Contract to issue or sell any shares of its capital stock or other ownership interests, or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other ownership interests, or granted to any Person any right that is in effect on or after the date hereof to subscribe for or acquire from it any shares of its capital stock or other ownership interests, and no such securities, obligations or rights are outstanding. Schedule 3.3(b) sets forth a complete, true and correct list of all Contracts (the “ Minority Shareholder Agreements ”) to which one or more GMS Entities is a party and to which any shares of a Subsidiary’s capital stock are subject. The Company has made available to Buyer a true, correct and complete copy of each Minority Shareholder Agreement.

3.4 No Violation of Laws or Agreements; Consents. Neither the execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by the Company:

(a) violates any provision of the Governing Documents of any GMS Entity;

(b) except as set forth on Schedule 3.4(b) , (i) creates any Encumbrance on the Shares, or (ii) conflicts with, breaches, constitutes a default or an event of default under any of the terms of, results in the termination or modification of, accelerates the maturity of, creates a right of any party to terminate, or creates an Encumbrance on any asset or property of a GMS Entity under, any Contract, which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; or

(c) subject to compliance with the HSR Act, violates any Law to which a GMS Entity is subject or by which any asset of a GMS Entity is bound or affected, or otherwise requires consents, approvals, authorizations, registrations or filings by, or with, a Governmental Body, the result of which or the failure to obtain of which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

3.5 Financial Statements.

(a) The Company has delivered to Buyer copies of the following financial statements, true, correct and complete copies of which are also attached hereto as Schedule 3.5(a) : (i) the audited consolidated balance sheet of the Company as of April 30, 2013, and the audited consolidated income statement of the Company for the fiscal year then ended (collectively, the “ Annual Financial Statements ”), and (ii) the unaudited interim consolidated balance sheet of the Company as of November 30, 2013, and the unaudited interim consolidated income statement of the Company for the seven-month period then ended (collectively, the “ Interim Financial Statements ” and together with the Annual Financial Statements, the “ Financial Statements ”).

(b) The Annual Financial Statements (i) have been prepared in accordance with GAAP on a consistent basis throughout the indicated period (except as may be indicated in the notes thereto), and (ii) present fairly in all material respects the consolidated financial condition and results of operation of the Company and its Subsidiaries, taken as a whole, at the dates and for the relevant periods indicated. Except as set forth on Schedule 3.5(b) , the Interim Financial Statements (i) have been prepared in accordance with GAAP on a consistent basis throughout the indicated period, subject to normal and recurring year-end adjustments and the absence of notes, and (ii) present fairly in all material respects the consolidated financial condition and results of operation of the Company and its Subsidiaries, taken as a whole, at the dates and for the relevant periods indicated. The unaudited interim consolidated balance sheet of the Company included in the Interim Financial Statements shall be referred to herein as the “ Most Recent Balance Sheet , ” and the date thereof shall be referred to herein as the “ Most Recent Balance Sheet Date .”

3.6 Absence of Undisclosed Liabilities. There exist no material liabilities, whether absolute or contingent, of a GMS Entity which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company prepared as of the date of this Agreement in accordance with GAAP and in a manner consistent with the Most Recent Balance Sheet, other than (i) liabilities that are reflected, reserved for or disclosed in the Financial Statements, (ii) liabilities incurred in the ordinary course of business since the Most Recent

Balance Sheet Date, (iii) liabilities for items disclosed on the Schedules hereto, or (iv) liabilities incurred in the connection with the transactions contemplated by this Agreement.

3.7 No Changes. Except as contemplated by this Agreement or as set forth on Schedule 3.7 , since the Most Recent Balance Sheet Date, the GMS Entities have conducted their business only in the ordinary course, and there has not been:

(a) any material increase in the salary, wage or bonus payable by any GMS Entity to any managerial employee thereof, except in the ordinary course of business and consistent with past business practices or as required by employment or retention contracts;

(b) any material change in any method of any GMS Entities’ accounting or accounting practices, other than as required by GAAP or applicable Law;

(c) through the date hereof, any sale, lease or other disposition of any assets of a GMS Entity, other than (i) inventory in the ordinary course of business, (ii) sales of assets not in excess of $100,000 individually or $500,000 in the aggregate, or (iii) transfers to another GMS Entity;

(d) any issuance, sale or disposition of capital stock or any other securities or grant of any options, warrants or other rights to subscribe for, obtain (including upon conversion, exchange or exercise) or purchase any capital stock or any other securities of any GMS Entity;

(e) any write-offs, write-downs or write-ups of the value of any of the inventory or other assets of any GMS Entity outside the ordinary course of business;

(f) any new mortgage or pledge of any material assets of a GMS Entity, except for Permitted Encumbrances arising in the ordinary course of business;

(g) any creation or assumption by a GMS Entity of any Debt Obligation for borrowed money, except for Debt Obligations incurred in the ordinary course of business, or pursuant to Contracts disclosed on Schedule 3.17 or entered into in the ordinary course of business;

(h) any guarantee by a GMS Entity of any liability (whether directly, contingently or otherwise) for the obligations of any other Person (other than another GMS Entity), except in the ordinary course of business and except for the endorsement of negotiable instruments by a GMS Entity in the ordinary course of business;

(i) any Tax election or method of Tax accounting made, revoked or changed, an amended Tax Return or a claim for refund of Taxes filed, any ruling request, closing agreement, or similar agreement with respect to Taxes entered into, any liability with respect to Taxes settled or compromised, or any claim or assessment relating to Taxes consented to or the statute of limitations for any such claim or assessment waived;

(j) any change, effect, event, occurrence, fact or condition that, as of the date hereof, has had, or would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect; or

(k) any agreement or commitment to do any of the foregoing.

3.8 Taxes .

(a) Tax Returns. The Company or other applicable GMS Entity has:

(i) duly and timely filed with the appropriate Taxing Authority all Income Tax and other material Tax Returns required to be filed by or on behalf of the GMS Entities, and

(ii) duly and timely paid all Income Taxes and other material Taxes due and payable (whether or not shown on such Tax Returns) with respect to such GMS Entity.

For purposes of the preceding sentence, any Tax Return or Taxes for which an extension to file or pay has been obtained will be deemed to be timely if filed and paid by the date provided by any such extension. For federal income tax purposes, the Company is the “common parent” of an “affiliated group” within the meaning of Section 1504(a) of the Code (the “ Affiliated Group ”) that has elected to file a consolidated federal income tax return.

(b) Liabilities . All Taxes of the GMS Entities for all Tax periods ending on or prior to the Closing Date, and all Taxes of the GMS Entities for the portion of any Straddle Period ending on and including the Closing Date (each such year or period or portion thereof ending on or before the Closing Date, a “ Pre-Closing Period ”), which have been reported on returns and required by Law to be paid, to the extent due and payable, have been paid, accrued on the Most Recent Balance Sheet (or otherwise reflected in the final determination of Closing Date Working Capital) or are being contested in good faith.

(i) Except as otherwise disclosed on Schedule 3.8(c) , no GMS Entity has received notice of any ongoing audit or examination of any Tax Return filed by a GMS Entity or the Affiliated Group which could materially adversely affect the Tax liability of the GMS Entities.

(ii) Except as otherwise disclosed on Schedule 3.8(c) , no GMS Entity presently has in effect any waiver or extension of the statute of limitations in respect of any Tax (or any extension of time with respect to the assessment or collection of any Tax) of the GMS Entities.

(d) Agreements . Except as otherwise disclosed on Schedule 3.8(d) , there are no Tax Sharing Agreements in effect between any GMS Entity and any other Person (except for other GMS Entities and customary agreements to indemnify lenders or security holders in respect of Taxes).

(e) Consolidated Returns; Etc . Except as otherwise disclosed on Schedule 3.8(e) , no GMS Entity (i) was a member of an affiliated group filing a consolidated federal income tax return (other than the Affiliated Group of which the Company is the common parent) for any taxable period for which the statute of limitations has not expired, or (ii) is liable for the

Taxes of another Person for any taxable period for which the statute of limitations has not expired (A) under Treasury Regulation Section 1.1502-6 (or similar or comparable provisions of state, local or foreign Law), (B) as a transferee or successor, or (C) by contract or indemnity. Each of the Subsidiaries of the Company (x) has been and is eligible to join in the filing of a consolidated federal income tax return with the Company for all taxable periods in which such GMS Entity was included in a consolidated federal income tax return with the Company, and (y) has only one class of shares outstanding or, to the extent such Subsidiary has more than one class of shares outstanding, the Company owns all of the shares of each class other than the shares of one class of common shares of such Subsidiary.

(f) Notices . No GMS Entity has received from any Taxing Authority in the last two (2)years any notice of deficiency or proposed adjustment for any amount of Tax that could materially adversely affect the Tax liability of the GMS Entities and that has not been fully paid or otherwise satisfied or withdrawn.

(g) Withholding . Each GMS Entity has complied in all material respects with all Laws relating to the payment and withholding of Taxes and information reporting with respect thereto and has duly and timely withheld or collected all amounts required to be so withheld or collected and timely paid such amounts over to the appropriate Taxing Authorities for all periods under all applicable Laws.

(h) Listed Transactions; Etc . No GMS Entity has (i) participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4 or any similar or comparable provision of state, local or foreign Law, (ii) except as otherwise disclosed on Schedule 3.8(h) , since May 1, 2010, requested or received any Tax ruling, transfer pricing agreement, or similar agreement or entered into any “closing agreement” as described in Section 7121 of the Code (or any similar or comparable provision of state, local or foreign Law) or (iii) except as otherwise disclosed on Schedule 3.8(h) , since May 1, 2010, been a “distributing corporation” or a “controlled corporation” in connection with a distribution that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(i) Changes in Method of Accounting, Etc . No GMS Entity will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting, (ii) election under Section 108(i) of the Code (or any similar or comparable provision of state, local or foreign Law), (iii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iv) prepaid amount received on or prior to the Closing Date other than in the ordinary course of business.

3.9 Rights in Assets .

(a) Owned Real Property . Schedule 3.9(a) sets forth, for each GMS Entity, a complete and accurate list of all real property owned as of the date hereof (the “ Owned Real Property ”). Each GMS Entity has title to its respective Owned Real Property free and clear of all Encumbrances except for Permitted Encumbrances.

(b) Leases of Real Property . Schedule 3.9(b) sets forth, for each GMS Entity, a complete and accurate list of all material leases of real property to which it is a party on the date hereof or by which it is presently bound (whether as lessee or lessor) (collectively, the “ Leased Real Property ”). The Company has made available to the Buyer, correct and complete copies of each Contract in respect of such Leased Real Property. Each GMS Entity is in possession of the real property covered under each lease set forth on Schedule 3.9(b) for which it is the lessee except as set forth in such Schedule.

(c) Owned Personal Property . The GMS Entities have good title to all material items of personal property used in the Business (other than Leased Personal Property), free and clear of all Encumbrances except for Permitted Encumbrances. Schedule 3.9(c) sets forth, for each GMS Entity, a complete and accurate list of all personal property owned as of the date hereof that has a net book value in excess of $100,000 (the “ Owned Personal Property ”).

(d) Leased Personal Property . Schedule 3.9(d) sets forth, for each GMS Entity, a complete and accurate list of all personal property leased as of the date hereof under an agreement requiring the payment of more than $150,000 per year (the “ Leased Personal Property ”).

(e) Adequacy of Assets . The GMS Entities collectively own or, to Seller’s Knowledge, have valid and enforceable contractual rights (subject to the Enforceability Exceptions) to use all of the assets required to enable them, collectively, to operate the Business as presently conducted; provided , however , Sellers make no representation as to the adequacy of the working capital of any GMS Entity which is delivered at Closing.

(f) Condemnation Proceedings . Except as set forth on Schedule 3.9(f) , as of the date hereof, to Sellers’ Knowledge, there is no pending or threatened condemnation or eminent domain proceeding affecting any Owned Real Property or Leased Real Property.

3.10 No Pending Litigation. There is no Litigation pending or, to the Sellers’ Knowledge, threatened against any GMS Entity which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or that challenges or could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise materially delaying or interfering with, the transactions contemplated by this Agreement. There is no outstanding judgment, decree or order of any Governmental Body against or affecting any GMS Entity that (a) as of the date hereof, has the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise materially interfering with, the transactions contemplated by this Agreement or (b) is, or would reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole.

3.11 Compliance With Law; Permits .

(a) Compliance With Law . The GMS Entities are in compliance with all applicable Laws, except to the extent any noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Permits . Each GMS Entity owns, holds or possesses all governmental licenses and permits (collectively, “ Permits ”) that are required under applicable Laws to entitle

it to own or lease, operate and use its assets and to conduct its operations, as currently conducted, except for any Permit the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such Permits are valid and in full force and effect in all material respects. Schedule 3.11(b) includes a list of all material Permits other than routine business and occupancy Permits.

3.12 Intellectual Property Rights .

(a) Intellectual Property Assets . For purposes of this Section 3.12 , “ Intellectual Property Assets ” means:

(i) all trademarks and service marks which are registered or have applications to register pending that are owned by a GMS Entity, all of which are set forth by GMS Entity on Schedule 3.12(a)(i) (collectively, “ Marks ”) and, the corporate names of the GMS Entities, and all fictional business names and trading names currently used by any of them, which names are set forth by user on Schedule 3.12(a)(i) ;

(ii) all issued patents and patent applications owned by a GMS Entity, all of which are set forth by GMS Entity on Schedule 3.12(a)(ii) (collectively, “ Patents ”);

(iii) all registered copyrights in both published works and unpublished works (including any applications appurtenant thereto) owned by a GMS Entity, all of which are set forth by GMS Entity on Schedule 3.12(a)(iii) ; and

(iv) all Internet domain names owned by a GMS Entity, all of which are set forth on Schedule 3.12(a)(iv) .

(b) Rights in Intellectual Property .

(i) In General . Except as set forth in Schedule 3.12(b)(i) , each GMS Entity is the owner of all right, title and interest in its respective Intellectual Property Assets, free and clear of all Encumbrances other than Permitted Encumbrances. To the Sellers’ Knowledge, none of the Intellectual Property Assets nor the conduct of any of the GMS Entities infringes the intellectual property rights of any third party. Since January 1, 2009 no GMS Entity has received any written notice from any Person with respect to the Intellectual Property Assets which challenges the validity of any Intellectual Property Asset. Each GMS Entity has taken commercially reasonable steps to maintain the confidentiality of its trade secrets and, to the Sellers’ Knowledge, has not experienced within the past three (3) years any material misappropriation or public disclosure thereof. To the Sellers’ Knowledge, no current or former employee, contractor, or independent contractor of the Company has any claim of ownership to any Intellectual Property Assets or any copyrights or trade secrets developed by such person for the GMS Entities.

(ii) Patents and Trade Secrets . No Patent is involved in any interference, reissue or reexamination proceeding. To Sellers’ Knowledge, no Patent or material trade secret owned by the Company is being infringed by any third party.

(iii) Marks . All Marks that have been registered with the United States Patent and Trademark Office are currently in material compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and renewal applications). No Mark is involved in any opposition or cancellation proceeding, and, to Sellers’ Knowledge, no such action is threatened with respect to any of the Marks. To Sellers’ Knowledge, (A) none of the Marks infringes or is alleged to infringe or dilute any trade name, trademark, or service mark of any third party, and (B) no third party is infringing or diluting or alleged to be infringing or diluting any of the Marks.

(iv) Intellectual Property Licenses . One or more GMS Entities is a licensee under the license agreements set forth on Schedule 3.12(b)(iv) , which are all of the licenses under which any GMS Entities are a licensee of intellectual property, except for (A) any implied license obtained through the purchase of a product or the conduct of normal business, (B) licenses for commercially available software programs which individually have a value of less than $5,000 per copy, per user, or per device, and less than $100,000 for all instances of the programs, or (C) licenses relating to other immaterial intellectual property rights. There are no outstanding or threatened disputes with respect to any licenses set forth on Schedule 3.12(b)(iv) , excluding routine true-ups and pending purchases which are not the subject of actual or threatened litigation and are within the reasonable scope of applicable procurement budgets. Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby will, pursuant to any license set forth on Schedule 3.12(b)(iv) , result in the creation or modification of any licensing right or obligation or change in royalty or other payment right or obligation with respect to the intellectual property owned or used by the GMS Entities. Except for rights implicitly or expressly granted pursuant to non-exclusive sales representative, distribution or dealer agreements entered into in the normal course of business consistent with past practice or as set forth on Schedule 3.12(b)(iv) , no GMS Entity has granted a license to use any Intellectual Property Asset to any third party.

(c) Information Technology . The computers, servers, workstations, routers, hubs, switches, circuits, networks, and other information technology equipment owned or controlled by the GMS Entities (the “ Company IT Assets ”) have not, to Sellers’ Knowledge, materially malfunctioned or failed within the past three (3) years. Each GMS Entity has taken reasonable steps consistent with current industry practices, to protect the confidentiality, integrity and security of the Company IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, and, except as set forth on Schedule 3.12(c) , to the Seller’s Knowledge, there has been no unauthorized use, access, interruption, modification, or corruption of the Company IT Assets or such information within the past three (3) years.

3.13 Labor Matters .

(a) Schedule 3.13(a) sets forth, (i) for the Company (excluding its Subsidiaries), the number of Company Employees as of the date set forth thereon and a list, including job title, of each such person holding a Company title of Vice President or higher, and (ii) for each of the Company’s Subsidiaries, the name of the General Manager thereof and the number of Company Employees thereof, each as of the date set forth thereon.

(b) To Sellers’ Knowledge, each GMS Entity is in compliance in all material respects with all Laws applicable to it respecting employment and employment practices, terms and conditions of employment and wages and hours.

(c) Except as set forth on Schedule 3.13(c) , there is no collective bargaining agreement that is binding on any GMS Entity and, to Sellers’ Knowledge, there is no union organizing effort underway, pending or threatened, with respect to the employees of any GMS Entity.

(d) No strikes, slowdowns or work stoppages (i) are currently pending, (ii) have any occurred in the past two (2) years, or (iii) to the Seller’s Knowledge are threatened, in each case between any GMS Entity and its respective employees. To the Sellers’ Knowledge, no GMS Entity is engaged in any unfair labor practices as defined in the National Labor Relations Act and there is no unfair labor practice, charge or complaint against any GMS Entity pending or, threatened, before the National Labor Relations Board or any similar state agency. To the Seller’s Knowledge, there are no disputes pending or threatened between any GMS Entity and any of their respective employees, directors, consultants or independent contractors, except as set forth on Schedule 3.13(d) or as would not have a Material Adverse Effect.

(e) During the last two years, no GMS Entity has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of such GMS Entity; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of a GMS Entity, except, in either case, in material compliance with the requirements of the WARN Act.

(f) No GMS Entity has classified an individual as an “independent contractor” or of similar status who, according to any Employee Benefit Plan or agreement or applicable Law, should have been classified as an employee or of similar status.

(g) Except as set forth on Schedule 3.13(g) , as of the date hereof no GMS Entity is, with respect to the Company Employees, bound by:

(i) any Contract that entitles a Company Employee to receive any salary continuation or severance payment (in excess of the applicable employer’s standard severance policy) or to retain any specified position with a GMS Entity; or

(ii) any Contract or written plan that entitles a Company Employee whose annual base salary as of the date hereof is at least $100,000 to a stock purchase, stock option, an incentive bonus or other bonus payment; or

(iii) any Contract that requires a GMS Entity to make any payment to a Company Employee solely as a result of the transactions contemplated by this Agreement, including any “change in control” provisions or agreements.

3.14 Employee Related Agreements and Plans; ERISA .

(a) List and Types of Plans . Set forth on Schedule 3.14(a) is an accurate and complete list of all Employee Benefit Plans. With respect to each Employee Benefit Plan set forth on Part A of Schedule 3.14(a) , the Seller has made available to Buyer, true and complete copies of, to the extent applicable: (i) each plan document (or, if not written, a written summary of its material terms) and any proposed amendments; (ii) all summary plan descriptions; (iii) the two most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto; (iv) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter; (v) any material correspondence with, and all non-routine filings made with any Governmental Body; and (vi) the most recent audited financial statements and actuarial or other valuation reports prepared with respect thereto.

(b) Except as set forth on Schedule 3.14(b) , no Employee Benefit Plan is (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a “multiple employer plan” as described in Section 413(c) of the Code, (iii) a “multiple employer welfare arrangement” as defined in Section (3)(40) of the Code, or (iv) a “multiemployer plan” as defined in Section 4001 of ERISA. Except as set forth on Schedule 3.14(b) , no GMS Entity or any of their ERISA Affiliates has incurred or is reasonably likely to incur any liability under Title IV of ERISA that has not been satisfied in full. No Employee Benefit Plan provides for post-employment health or life insurance, except as required by COBRA or any similar state law.

(c) General Compliance . Except as set forth on Schedule 3.14(c) , each Employee Benefit Plan has been maintained and operated in all material respects consistent with its terms and with the requirements of all applicable Laws. There are no actions, suits or claims pending as of the date hereof or, to Sellers’ Knowledge, threatened against any Employee Benefit Plan (other than routine claims for benefits). To Sellers’ Knowledge, as of the date hereof, no GMS Entity has received any written notice that any Employee Benefit Plan is presently the subject of an audit, investigation or examination by any Governmental Body.

(d) Tax Qualification . Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code and each corresponding trust intended to be tax-exempt under Section 501(a) of the Code is the subject of a favorable determination letter issued by the IRS and, to the Seller’s Knowledge, nothing has occurred that could reasonably be expected to adversely affect such determination.

(e) Contributions . The GMS Entities have made timely payment of all amounts respectively required to be paid by them as contributions or premiums to any Employee Benefit Plan that are due as of the date of this Agreement.

(f) Acceleration . Except as set forth on Schedule 3.14(f) , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) will (i) result in any payment becoming due to any current or former employee or director of any GMS Entity, (ii) increase any benefits under any Employee Benefit Plan or (iii) result in the acceleration of

the time of payment, vesting or funding of, or other rights in respect of, any benefits under any Employee Benefit Plan.

(g) Transactions . None of the GMS Entities, nor, to Sellers’ Knowledge, any other Persons who participate in the operation of any Employee Benefit Plan has engaged in any transaction with respect to any Employee Benefit Plan, or breached any applicable fiduciary responsibilities or obligations under Title I of ERISA that would subject any of the GMS Entities to a material tax, penalty or liability for prohibited transactions under the Code or ERISA or breach of any applicable fiduciary obligations under ERISA.

(h) 280G . The execution of this Agreement and the consummation of the transactions contemplated hereby will not as of the Closing Date (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Benefit Plan that will or may result in the payment of any amount that would not be deductible by reason of Section 280G of the Code. There is no contract to which any GMS Entity is a party or by which it is bound to compensate any employee for excise Taxes paid pursuant to Section 4999 of the Code.

(i) 409A . Except as set forth on Schedule 3.14(i) , each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code and that is subject to Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder during the respective time periods in which such operational or documentary compliance has been required.

3.15 Environmental Matters. Except as set forth on Schedule 3.15 or as to facts specifically and explicitly disclosed in any Phase I or Phase II Environmental Site Assessment listed on Schedule 3.15(j) :

(a) Compliance . Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the GMS Entities have (i) operated the Business in compliance with all applicable Environmental Laws, and (ii) obtained or applied for (and are in compliance with) all Permits required by applicable Environmental Laws (“ Environmental Permits ”) for the conduct of their business as currently conducted. All such Environmental Permits are valid and in good standing and will not be adversely affected by the Share Transfer. Each applicable GMS Entity has timely made all appropriate filings for issuance or renewal of such Environmental Permits.

(b) Claims . There is no pending or, to Seller’s Knowledge, threatened Litigation directed against the Business that pertain to (i) any obligations or liabilities under any applicable Environmental Law; or (ii) violations of any Environmental Law by the Business.

(c) Notice . Since January 1, 2011, no GMS Entity has received written notice that (i) any existing Environmental Permit of a GMS Entity is to be revoked or suspended by any Governmental Body; or (ii) it is currently operating or required to be operating under, or subject to any outstanding compliance order, decree or agreement; any consent decree, order or

agreement; or any corrective action decree, order or agreement issued or entered into with any Governmental Body and pertaining to matters regulated by, any Environmental Law.

(d) Storage Tanks . To Sellers’ Knowledge, no GMS Entity owns or operates any underground storage tank that is in material violation of any Environmental Law.

(e) Listed Properties . To Sellers’ Knowledge, none of the Owned Real Property and none of the Leased Real Property is listed on the National Priorities List pursuant to CERCLA, or to Sellers’ Knowledge, on an equivalent state list of sites required to be investigated or cleaned up under an Environmental Law.

(f) Hazardous Materials . No GMS Entity, nor any employee or agent of any of them, has, since the date the Company acquired such GMS Entity, treated, stored, disposed of, or released any Hazardous Materials on or under any Owned Real Property or Leased Real Property (or to the Sellers’ Knowledge, any real property formerly owned, leased or operated by a GMS Entity), except in material compliance with Environmental Laws applicable to such property. There are no Hazardous Materials at, on, about, under or migrating to or from any Owned Real Property or Leased Real Property or, to Seller’s Knowledge, formerly owned, leased or operated by any GMS Entity, or any of their respective predecessors, in each case, that would reasonably be likely to result in material liability or obligations of any GMS Entity pursuant to Environmental Law.

(g) Asbestos Actions . Schedule 3.15(g) identifies, (i) to the Sellers’ Knowledge, each Asbestos Action against any GMS Entity (each, a “ GMS Asbestos Action ”) and, with respect to each such GMS Asbestos Action, to the Sellers’ Knowledge, (A) the last name of any plaintiffs, (B) their alleged exposure dates, (C) the plaintiffs’ prior types of employment, and (D) their alleged medical condition, and (ii) for each pending GMS Asbestos Action, the jurisdiction in which it is pending. Schedule 3.15(g) also identifies whether the GMS Asbestos Action was dismissed or settled and, if settled, the amounts paid by the Company, any amounts paid by any third parties on the Company’s behalf and the identities of any such third parties.

(h) Asbestos Products . To the Sellers’ Knowledge, (a) no GMS Entity has ever manufactured any product containing asbestos and, (b) except for joint compound distributed or sold on or prior to January 1, 1979 by any of the GMS Entities listed on Schedule 3.15(h) , no GMS Entity has distributed, sold or otherwise placed into commerce any products containing asbestos.

(i) Asbestos Insurance .

(i) To the Sellers’ Knowledge, Schedule 3.15(i) identifies the insurance policies available to provide coverage with respect to the GMS Asbestos Actions pending against the GMS Entities insured thereby, subject to the liability limits, deductibles or self-insured retentions listed therein. No such insurer has denied coverage with respect to any claim submitted to it by a GMS Entity with respect to a GMS Asbestos Action.

(ii) To the Sellers’ Knowledge, each of the Asbestos Insurance Policies (A) is valid and enforceable by the GMS Entities, and (B) has not been cancelled or rescinded.

(j) Diligence . The Seller has delivered to Purchaser true, correct and complete copies of all final Phase I or Phase II Environmental Site Assessments and any other material environmental reports, audits or assessments prepared for or on behalf of any GMS Entity and (i) listed on Schedule 3.15(j) or (ii) prepared with respect to any Owned Real Property or Leased Real Property since January 1, 2011.

3.16 Bank Accounts. Schedule 3.16 lists, by GMS Entity, all bank, money market, savings and similar accounts and safe deposit boxes of such GMS Entity, specifying the account numbers and the authorized signatories or persons having access to such accounts or safe deposit boxes.

3.17 Material Contracts .

(a) Listing . Schedule 3.17(a) sets forth a list as of the date hereof of all Contracts of the GMS Entities in the following categories (collectively, the “ Material Contracts ”):

(i) each Contract (A) under which any GMS Entity has created, incurred, assumed or guaranteed any outstanding Debt Obligation (other than to or on behalf of another GMS Entity) or (B) whereby such GMS Entity has an obligation to make an investment in or loan to any Person (other than another GMS Entity);

(ii) each Contract pursuant to which a GMS Entity leases any Leased Real Property, any Leased Personal Property, or, without duplication, any Rolling Stock;

(iii) each Contract that requires any GMS Entity to purchase all of its requirements for any goods or services exclusively from one or more parties (other than another GMS Entity);

(iv) each Contract with a customer that ranked as one of the top 10 customers of the Business (based on revenue attributable to such customer) during the fiscal year ended April 30, 2013;

(v) each Contract that commits any GMS Entity to sell a minimum of $150,000 of goods and/or services on an annual basis or to provide a customer the best price or terms ( i.e. , most favored nation) with respect to any product or product line;

(vi) each Contract that commits any GMS Entity to purchase a minimum of $150,000 of goods and/or services on an annual basis;

(vii) each Contract containing covenants materially restricting or limiting the freedom of any GMS Entity to engage in any line of business, other than sales agency or distributor agreements which limit the territorial rights of a GMS Entity with respect to specific products or product lines;

(viii) each Contract entered into outside the ordinary course of business that cannot be terminated on three (3) months’ or less notice without penalty;

(ix) each Contract required to be set forth on Schedule 3.12(b)(iv);

(x) each Contract that relates to the sale of any GMS Entity’s assets, other than in the ordinary course of business, for consideration in excess of $150,000;

(xi) each Contract with a supplier that ranked as one of the top 10 suppliers of the Business (based on the aggregate amount paid to such supplier) during the fiscal year ended April 30, 2013;

(xii) each Contract that provides for any joint venture, partnership or similar arrangement between any GMS Entity and another Person that is not a GMS Entity;

(xiii) each Contract that obligates the GMS Entity with respect to an “earn-out” or other contingent payments of any type;

(xiv) each Contract that provides for indemnification of managers, partners, directors or officers of any GMS Entity;

(xv) each Contract that relates to the acquisition since January 1, 2011, of any business, or of a material amount of assets or equity of any Person or any real property, in each case, involving amounts in excess of $500,000 and not in the ordinary course of business; and

(xvi) each Minority Shareholder Agreement.

(b) Status . Except as set forth on Schedule 3.17(b) :

(i) each such Material Contract is (A) a valid and binding obligation of each GMS Entity that is a party to such Material Contract subject to the Enforceability Exceptions and (B) to Sellers’ Knowledge, a valid and binding obligation of each other party thereto; and

(ii) (A) no GMS Entity that is a party to such Material Contract is in material breach thereof or material default thereunder (and to Sellers’ Knowledge no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default) and (B) to Sellers’ Knowledge, no other party to any such Material Contract is in material breach thereof or material default thereunder.

3.18 Brokers. Except as set forth on Schedule 3.18 , neither the Sellers nor the Company have any liability or obligation to, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement for any fee or commission in connection therewith. Sellers are solely responsible for any payment, fee or commission that may be due to the parties listed on Schedule 3.18 in connection with the transactions contemplated hereby.

3.19 Insurance .

(a) Policies . Schedule 3.19(a) sets forth a list of the material policies of insurance currently maintained with respect to the products, properties, assets and operations of the GMS Entities as a group or individually (including, in either case, any policies of insurance maintained for purposes of providing benefits such as workers’ compensation and employers’ liability coverage). All such policies are in full force and effect. All premiums due on such policies have been paid, and no written notice of cancellation or termination or intent to cancel has been received by the Company with respect to any of such policies.

(b) Claims . The Company has made available to Buyer true and complete copies of insurance provider loss-run reports that include all pending claims (including with respect to insurance obtained but not currently maintained) and the claims history for the Business since January 1, 2011 (including with respect to insurance obtained but not currently maintained) and for which the relevant insurance carrier has reserved $100,000 or more in respect of such claim

3.20 Related Party Transactions . Except as set forth on Schedule 3.20 , there are no Contracts or arrangements between a GMS Entity, on the one hand, and a Related Party Group, on the other hand, and no Related Party Group owns, directly or indirectly, in whole or in part, any property or asset which any GMS Entity uses or in which any GMS Entity has rights.

3.21 Suppliers . Schedule 3.21 sets forth (i) the Company’s ten largest suppliers, by dollar volume, for the twelve-month period ended December 31, 2013. Except as set forth on Schedule 3.21 , as of the date hereof, none of such suppliers has ceased, or to the Sellers’ Knowledge intends to cease, to supply goods or services to any GMS Entity or has notified the Company or any of its Subsidiaries that it otherwise intends to terminate or materially reduce its relationship with any GMS Entity.

3.22 Disclaimer of Company Warranties . EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE III, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF EACH SELLER GROUP

Each Seller, jointly and severally with the other members of the Seller Group of which such Seller is a member, represents and warrants to Buyer as to members of such Seller Group only, and not as to any other Seller, that except as set forth on the Disclosure Schedules attached to this Agreement:

4.1 Authorization; Enforceability . For Sellers other than natural persons, such Seller is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, has the necessary limited liability company or trust power and authority to own and operate its assets and properties, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. For Sellers that are natural persons, such Seller has the legal right, capacity and authority to

execute and deliver this Agreement and to perform his obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby have been duly authorized by all required action on the part of such Seller and no further action to authorize execution, delivery and performance of this Agreement is required on the part of such Seller. This Agreement has been duly executed and delivered by, and constitutes the legal, valid and binding obligation of such Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions.

4.2 Share Ownership . Such Seller is the record and beneficial owner of the number of Shares as set forth next to such Seller’s name on Schedule 3.3(a) . Such Seller has, and at the Closing will have, good and marketable title to such Shares. Such Shares will be transferred to Buyer at Closing free and clear of any Encumbrances, except for such Encumbrances arising as a result of any action by Buyer, its Affiliates or their respective representatives, or arising under federal and state securities laws.

4.3 No Violation of Laws or Agreements; Consents . Neither the execution and delivery by such Seller of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof by such Seller (a) violates any provision of the Governing Documents of any such Seller that is not a natural person, (b) creates any Encumbrance on the Shares, (c) conflicts with, breaches, constitutes a default or an event of default under any of the terms of, results in the termination of, accelerates the maturity of, or creates any Encumbrance on any asset or property of a GMS Entity under, any Contract (other than the Shareholders Agreement to be terminated pursuant to Section 6.14) , (d) violates any Law to which such Seller is subject or by which his or its Shares are bound or affected, or (e) except as otherwise contemplated by this Agreement, otherwise requires consents, approvals, authorizations, registrations or filings by, or with, a Governmental Body.

4.4 No Pending Litigation or Proceedings . To the knowledge of such Seller, no Litigation is pending or threatened against such Seller that challenges, or could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, the transactions contemplated by this Agreement. As of the date hereof, there is no outstanding judgment, decree or order of any Governmental Body against or affecting such Seller that has the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise materially interfering with, the transactions contemplated by this Agreement.

4.5 Related Party Transactions . Except as disclosed on Schedule 4.5 , such Seller and each Related Party affiliated with such Seller (a) is not a party to any Contract of any kind whatsoever with any GMS Entity; and (b) does not own, directly or indirectly, in whole or in part, any property or asset which any GMS Entity uses or in which any GMS Entity has rights. Notwithstanding the foregoing, no disclosure is required by clause (a) of the preceding sentence as to (i) ordinary course compensation arrangements for services as an officer, director or employee of the GMS Entities, (ii) reimbursement of expenses incurred in the ordinary course of business in accordance with the applicable policies of the GMS Entities or (iii) rights under any Employee Benefit Plan listed on Schedule 3.14(a) .

4.6 Disclaimer of Seller Warranties . EXCEPT AS TO THOSE MATTERS EXPRESSLY COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE IV (WHICH, FOR AVOIDANCE OF DOUBT, ARE MADE JOINTLY AND SEVERALLY BY SUCH SELLER ONLY AS TO OTHER MEMBERS OF SUCH SELLER’S SELLER GROUP), THE SELLERS DISCLAIM ALL OTHER WARRANTIES, AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED . FOR THE AVOIDANCE OF DOUBT, THIS SECTION 4.6 SHALL NOT RELIEVE SELLERS OF ANY OBLIGATION OF SELLERS UNDER THIS AGREEMENT IN RESPECT OF THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN ARTICLE III, INCLUDING THE INDEMNIFICATION OBLIGATIONS THEREFOR PURSUANT TO ARTICLE IX.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as follows:

5.1 Organization. Buyer is a corporation validly existing and in good standing under the Laws of the state of Delaware and has the corporate power and authority to own, operate or lease its properties, carry on its business, enter into this Agreement and perform its obligations hereunder. Buyer is a wholly-owned subsidiary of GYP Holdings II Corp., a Delaware corporation, which is a wholly-owned subsidiary of Holdco.

5.2 Authorization; Enforceability. This Agreement has been duly executed and delivered by and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Buyer.

5.3 No Violation of Laws; Consents. Neither the execution and delivery by Buyer of this Agreement, the consummation of the transactions contemplated hereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof by Buyer will: (i) violate any provision of the Governing Documents of Buyer, or (ii) subject to the making of any filings required under the HSR Act, violate any Law to which Buyer is subject or by which any asset of Buyer may be bound or affected, or otherwise require consents, approvals, authorizations, registrations or filings by, or with, a Governmental Body the result of which or the failure to obtain of which would, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement.

5.4 No Pending Litigation or Proceedings. To the knowledge of Buyer, no Litigation is pending or threatened against Buyer that challenges, or would reasonably be expected to have the effect of preventing, materially delaying, or making illegal the transactions contemplated by this Agreement. As of the date hereof, there is no outstanding judgment, decree or order of any Governmental Body against or affecting Buyer in connection with the transactions contemplated by this Agreement.

5.5 Brokers. Except as set forth on Schedule 5.5 , neither Buyer nor any of its Affiliates has employed, nor is any of them subject to any valid claim of liability or obligation to, any broker, finder, consultant or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission in connection therewith. Buyer is solely responsible for any payment, fee or commission that may be due to the parties listed on Schedule 5.5 in connection with the transactions contemplated hereby.

5.6 Investment. Buyer is purchasing the Shares for investment for its own account, and not with a view to, or for the offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares have not been registered under the Securities Act, or any state securities Laws and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act and any applicable state securities Laws or pursuant to an applicable exemption therefrom.

5.7 Financial Ability.

(a) Schedule 5.7 sets forth true, accurate and complete copies of (i) executed debt financing commitment letters and related fee letters (certain terms of which not affecting conditionality may be redacted) (collectively, the “ Debt Commitment Letters ”), pursuant to which, and subject to the terms and conditions thereof, the lender parties thereto have committed to lend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “ Debt Financing ”), and (ii) an executed equity commitment letter (the “ Equity Commitment Letter ”), pursuant to which, and subject to the terms and conditions thereof, AEA Investors Fund V LP, a Cayman Islands exempted limited partnership (“ Sponsor ”), has committed subject to the terms and conditions thereof to contribute cash to Buyer in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “ Equity Financing ”).

(b) As of the date hereof, each of the Commitment Letters, in the form so delivered, is in full force and effect, has not been withdrawn or terminated or otherwise amended or modified in any respect and is a legal, valid and binding obligation of Buyer and, to Buyer’s knowledge, the other parties thereto enforceable in accordance with their terms, except as may be limited by the Enforceability Exceptions. Except as expressly set forth in the Commitment Letters, there are no (i) conditions precedent to the respective obligations of the parties that provided the Commitment Letters to fund the full amount of the Debt Financing and Equity Financing, as applicable; or (ii) contractual contingencies under any agreements, side letters or arrangements relating to the Commitment Letters to which Buyer or any of its Affiliates is a party that would permit the parties providing the Commitment Letters or otherwise participating in the Financing to reduce the total amount of the Equity Financing or Debt Financing, as applicable (other than (i) retranching or reallocating the Debt Financing in a manner that does not reduce the aggregate amount of the Debt Financing and (ii) as such amount may be modified by any “market flex” provisions or similar provisions affecting structure, pricing, maturity, amortization or any other terms), or that would materially affect the availability of the Debt Financing or the Equity Financing. As of the date hereof to the Buyer’s knowledge, (A) no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer under any term or condition of the Commitment Letters, and (B) subject to the satisfaction of the conditions set forth in ARTICLE VII hereof, Buyer has no

reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Commitment Letters. Buyer has fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. Subject to the terms and conditions of this Agreement and as of the date hereof, assuming the funding of the Financing in accordance with the terms and conditions of the Commitment Letters, the aggregate proceeds from the Financing, together with cash on hand, lines of credit and all other funds available to Buyer are sufficient for Buyer to fulfill its obligations under this Agreement, including payment of the Purchase Price and all associated costs and expenses of the Buyer required to be satisfied at the Closing.

(c) The Buyer is not, as of the date hereof, aware of any fact, occurrence or condition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate or that would cause the commitments provided in such Commitment Letters to be terminated or ineffective or any of the conditions contained therein not to be met.

5.8 Independent Evaluation . Buyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and the Sellers expressly and specifically set forth in ARTICLE III and ARTICLE IV of this Agreement, including the Disclosure Schedules (and any updates thereto) and the certificates and documents delivered to Buyer in connection with the transactions contemplated hereby. BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT (A) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND ARTICLE IV, OR IN ANY CERTIFICATE DELIVERED TO BUYER BY OR ON BEHALF OF THE SELLERS OR THE COMPANY AT THE CLOSING, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF, RESPECTIVELY, THE COMPANY AND THE SELLERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, (B) THE COMPANY AND SELLERS SPECIFICALLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESSED OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY, AND ANY THAT MAY BE SET FORTH IN THE CONFIDENTIAL INFORMATION MEMORANDUM PREVIOUSLY DELIVERED TO BUYER, CONTAINED IN THE DATA ROOM OR IN ANY MANAGEMENT PRESENTATIONS), AND (C) NEITHER THE SELLERS NOR ANY GMS ENTITY WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE BUYER, OR THE BUYER’S USE OF ANY SUCH INFORMATION, INCLUDING SUCH CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENT OR MATERIAL MADE AVAILABLE TO THE BUYER IN THE DATA ROOM, OR PROVIDED IN ANY MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

ARTICLE VI
ACTIONS PRIOR TO CLOSING DATE

6.1 Access to Information . Between the date hereof and the Closing Date the Company shall, and shall cause the other GMS Entities to, permit the officers, employees and authorized representatives of Buyer (including Committed Financing Parties, investment bankers, independent public accountants and attorneys) to have reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties and senior managers of the Company and the Business and the business and financial records of the GMS Entities (excluding information the Company deems to be trade secrets or otherwise competitively sensitive), to the extent Buyer shall reasonably deem necessary or desirable in connection with the transactions contemplated hereby, and shall furnish to Buyer or its authorized representatives such additional information concerning the Company and the Business as shall be reasonably requested; provided , however , that:

(i) the Company shall not be required to violate any obligation of confidentiality to which it or any of its Affiliates is subject in discharging its obligations pursuant to this Section 6.1 ; and

(ii) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of any GMS Entity.

6.2 Notice of Certain Events.

(a) From time to time prior to the Closing, the Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto solely with respect to any matter first existing or occurring after the date hereof (each a “ Schedule Supplement ”), which if existing or occurring at or prior to the date hereof, would have been required to be set forth in such Disclosure Schedule. No such Schedule Supplement shall have any effect on the determination as to whether the conditions to the Closing set forth in Section 7.1(a) have been satisfied, provided, however , that if the Closing occurs, such Schedule Supplement shall be deemed to have modified the applicable Disclosure Schedules and cured the inaccuracy or breach of the representations and warranties to which such Schedule Supplement relates for purposes of the Parties’ rights and obligations under Article IX .

(b) Each Party shall promptly notify the other Parties of any action, suit, proceeding or investigation that shall be instituted or threatened against such Party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. Each Party shall promptly notify the other of any action, suit, proceeding or investigation that may be threatened or asserted in writing, brought or commenced against the Company, Sellers or Buyer, as the case may be, that would have been required to be disclosed under Section 3.10 or Section 5.4 , as the case may be, if such action, suit, proceeding or investigation had arisen prior to the date hereof.

6.3 Consents of Third Parties .

(a) Contracts . The Parties shall use commercially reasonable efforts to secure, before the Closing Date, in form and substance reasonably satisfactory to the Parties, the

consent required to be obtained with respect to the Contracts identified on Schedule 6.3(a) , as well as any consent, approval or waiver required to be obtained from any Person with respect to any Contract to which any GMS Entity is a party and for which the failure to so secure would reasonably be likely to have a material adverse effect on the Company. If any such consent, approval or waiver cannot be obtained, Sellers shall cooperate in any commercially reasonable arrangement designed to obtain for Buyer the material benefits, privileges and obligations of the applicable Contract. Notwithstanding any other provision of this Section to the contrary, no Party shall have any obligation to offer or pay any consideration in order to obtain any such consent, approval or waiver.

(b) Permits . The Parties shall use commercially reasonable efforts to secure, in form and substance reasonably satisfactory to the Parties, those consents, approvals, waivers and new Permits required to be obtained from, and those filings required to be made with, any Governmental Body, including those identified on Schedule 6.3(b) . Buyer shall pay any filing fees and other fees required to be paid in connection with any such consent, approval, waiver or filing.

6.4 Filings Under the HSR Act and Other Antitrust Laws .

(a) General . The Parties acknowledge that the transactions contemplated by this Agreement may require filings with the FTC and the Antitrust Division under the HSR Act.

(b) Consents; Approvals .

(i) Each of the Parties shall, as promptly as practicable (but in no event later than five (5) Business Days following the date hereof, (i) file with the FTC and the Antitrust Division the premerger notification and report form, if any, required as a result of the transactions contemplated hereby, and shall provide any supplemental information requested in connection therewith pursuant to the HSR Act, and (ii) make such other filings as are necessary or advisable in other jurisdictions in order to comply with all applicable Laws relating to competition, merger control or antitrust and shall as promptly as reasonably practicable provide any supplemental information requested by any applicable Governmental Body relating thereto. Any such filing, notification and report form and supplemental information shall be in substantial compliance with the requirements of the HSR Act or such other applicable Laws, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby shall expire as soon as practicable after the execution and delivery of this Agreement. The parties shall work together and shall furnish to one another such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or such other applicable Law. Subject to applicable Law, the parties shall keep one another apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, the DOJ or any other applicable Governmental Body and shall comply as promptly as reasonably practicable with any such inquiry or request.

(ii) The Parties shall each use their reasonable best efforts to obtain, and shall cooperate with each other in order to obtain, any clearance required under the HSR Act or such other applicable Laws for the other transactions contemplated hereby, including (i) to

secure the expiration or termination of any applicable waiting period under the HSR Act; (ii) to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Body; and (iii) to prevent the entry of, and to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order that would prevent, prohibit, restrict or delay the Closing. For purposes of this Section 6.4(b) , “reasonable best efforts” shall include (A) executing settlements, undertakings, consent decrees, stipulations or other agreements; (B) selling, divesting or otherwise conveying any particular assets or categories of assets or businesses of Buyer or its Affiliates; (C) agreeing to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Company contemporaneously with or subsequent to the Closing; and (D) permitting the Company to sell, divest or otherwise convey any particular assets or categories of assets or businesses of the Company prior to the Closing. In the event that the Company shall (or shall agree at Closing to) sell, divest or otherwise convey any particular asset or categories of assets in connection with complying with this Section 6.4 , the Parties agree to negotiate in good faith an amendment to this Agreement setting forth an appropriate adjustment to the Purchase Price so that such actions, including any Tax effect therefrom, have a neutral effect on the consideration paid by Buyer and the net consideration received by the Sellers at Closing when compared to the Purchase Price set forth in this Agreement as of the date hereof.

6.5 Operations Prior to Closing Date .

(a) Prohibitions . From and after the date of this Agreement until the Closing Date, the Company shall, and shall cause the other GMS Entities to (A) operate the Business in material compliance with all Laws and in the ordinary course in accordance with past practices, and (B) use commercially reasonable efforts to (1) preserve the present business operations, organization and goodwill of the GMS Entities and the Business, and (2) preserve the present relationships with customers and suppliers of the GMS Entities. Notwithstanding the generality of the foregoing, except (x) as set forth on Schedule 6.5 , (y) as otherwise contemplated or permitted by this Agreement or (z) with the prior written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until the Closing Date, the Company shall, and shall cause the other GMS Entities to:

(i) not grant any bonus (including any transaction related or retention bonuses) to any employee, agree to any severance agreement or arrangement or implement any material increase in the rates of salaries or compensation of Company Employees, except in accordance with any Contracts in effect on the date hereof or regularly scheduled periodic increases and bonuses, consistent with prior practices;

(ii) not institute any material increase in any benefits available under any Employee Benefit Plan with respect to any Company Employee, except as may be required to comply with Law or with Contracts in effect as of the date hereof and except in connection with modifications made to any Employee Benefit Plan in a manner consistent with past practices;

(iii) not (A) amend (or waive any provision of) the Governing Documents of any GMS Entity or any Minority Shareholder Agreement, (B) enter into any merger, consolidation, restructuring, recapitalization, reorganization, or share exchange

agreement, (C) create any Subsidiaries, (D) file a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, or (E) adopt resolutions providing therefor;

(iv) not sell, pledge, dispose of or create an Encumbrance on any assets of the GMS Entities, except for (A) Permitted Encumbrances, (B) sales of inventory in the ordinary course of business and in a manner consistent with past practices, (C) sales or dispositions of other assets in the ordinary course of business not in excess of $100,000 individually or $500,000 in the aggregate, and (D) transfers to another GMS Entity;

(v) not terminate or modify in a material way (unless required to do so by a lender or other third party) the Company’s current arrangement of automatically applying cash proceeds of accounts receivable to reduce the outstanding balance of the Company’s line of credit;

(vi) not (A) issue, sell, split, combine, reclassify, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire, any shares of capital stock, or any other ownership interest in any GMS Entity; (B) repurchase, redeem or otherwise acquire, or enter into any Contract to acquire, any securities of any GMS Entity; or (C) adopt a plan of complete or partial liquidation or dissolution of any GMS Entity or resolutions providing for or authorizing a liquidation or dissolution of any GMS Entity;

(vii) not take any action to change accounting policies or procedures (including procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable) except as required by a change in GAAP;

(viii) not declare or pay any dividend or make any other payment or distribution on or in respect of any outstanding capital stock of any GMS Entity other than dividends that are paid in full by the relevant GMS Entity prior to the Closing;

(ix) not make any equity investment (including by way of merger, consolidation or acquisition) in any other Person;

(x) except in the ordinary course of business, not amend, renew, terminate, execute, cancel, waive, fail to renew, release or relinquish in any respect, any Material Contract or enter into any new Contract that would have been a Material Contract if it had existed on the date hereof;

(xi) not settle or compromise any asbestos Litigation, or any other material Litigation;

(xii) fail to make any capital expenditures which are included in the GMS Entities’ capital expenditure budgets provided to Buyer prior to the date hereof;

(xiii) not make, revoke or change any Tax election or method of Tax accounting, file an amended Tax Return or a claim for refund of Taxes, enter into any ruling

request, closing agreement, or similar agreement with respect to Taxes, settle or compromise any liability with respect to Taxes, consent to any claim or assessment relating to Taxes, or waive the statute of limitations for any such claim or assessment, provided , that the restrictions in this clause do not apply to (A) the Internal Revenue Service income tax audits identified on Schedule 6.5(a) unless the total amount of proposed adjustments to taxable income exceeds $1,500,000, (B) each of the other pending audits identified on Schedule 6.5(a) unless the amount of the Tax deficiency or underpayment involved in such audit exceeds $50,000, or (C) the amended returns identified on Schedule 6.5(a) to the extent such amendments reflect adjustments arising pursuant to audits described in clause (A) or clause (B); and

(xiv) not enter into any Contract with any Related Party, or modify any such Contract in a manner detrimental to the GMS Entities.

(b) No Agreements . Neither the Company nor any other GMS Entity shall enter into any agreement to do any of the actions prohibited by Section 6.5(a) .

(i) Notwithstanding anything to the contrary in this Agreement, including the foregoing subsections (a) and (b), the Sellers and the GMS Entities shall be permitted, between the date of this Agreement and the Closing Date, to market for sale, directly or through one or more representatives and in one or more transactions, those properties set forth on Schedule 6.5(c) (including the real property and all improvements thereon), which are no longer used in the Business (the “ Excess Properties ”). Such efforts may include listing the Excess Properties for sale, permitting their inspection, negotiating and entering into a sales agreement (which agreement shall be reasonably acceptable to Buyer other than with respect to price), and consummating the sale thereof. Following the Closing, through the second anniversary thereof, the Buyer shall cause the GMS Entities to use commercially reasonable efforts (i) to continue to market for sale those Excess Properties for which, as of the Closing, the GMS Entity owning such Excess Property has not entered into a sales contract therefor, and (ii) to consummate the sale of each Excess Property that is the subject of a definitive sales contract (which agreement shall be reasonably acceptable to Buyer other than with respect to price) that has not been consummated as of the Closing Date.

(ii) Following the sale of any Excess Property, the Buyer shall cause the GMS Entities to pay the Sellers their Pro Rata Share of any Excess Property Proceeds, provided , however , that if such Excess Property was owned by a Subsidiary which, as of the date hereof, has one or more shareholders other than the Company, Buyer shall cause the applicable GMS Entity to (A) pay to such other shareholders their respective pro rata share of the applicable Excess Property Proceeds (based upon their relative ownership percentages of the applicable GMS Entity as of the date hereof), and (B) reduce the aggregate amount of Excess Property Proceeds otherwise payable to Sellers in respect of such Excess Property by the total amount due to such other shareholders pursuant to clause (A). The Buyer shall cause the applicable GMS Entity to pay such amounts to the Sellers and, if applicable, the other shareholders, within ten (10) Business Days of the date such proceeds are received by such GMS Entity.

(iii) Upon Sellers’ request following the second anniversary of the Closing, Buyer shall cause the Company to provide reasonable cooperation in transferring to the Sellers or their designee any Excess Property that has not been sold as of such time, provided such transfer is structured in a way that does not cause any adverse tax consequences to the GMS Entities other than those for which the Sellers reimburse the Buyer. Notwithstanding anything to the contrary in this Agreement, the Sellers shall protect and hold Buyer, the GMS Entities and their respective Affiliates harmless from all liabilities related to or arising from the ownership of such Excess Property or the sale or transfer thereof. All amounts paid pursuant to this Section 6.5(c) shall be treated by the Parties as an adjustment to the Purchase Price, except as otherwise required by applicable Law.

(d) Senior Management Accrued Bonus . On or prior to the day immediately preceding the Closing Date, the Company shall, and the Sellers shall cause the Company to, pay in full all accrued bonuses for each of the senior executives identified on Schedule 6.5(d) , if any.

6.6 Environmental Due Diligence .

(a) Between the date of this Agreement and the Closing Date, the Company shall, and shall cause the other GMS Entities to, grant to the authorized representatives and agents of Buyer or the Committed Financing Sources reasonable access to the Owned Real Property and Leased Real Property and records relating to the Owned Real Property and Leased Real Property for purposes of conducting such non-invasive Phase I environmental assessments as Buyer reasonably deems necessary (together with the environmental assessments, if any, permitted by Section 6.6(a) , the “ Environmental Due Diligence ”). Buyer shall be responsible for all costs and expenses of such Environmental Due Diligence.

(b) Notwithstanding anything to the contrary in this Agreement, Buyer shall not conduct any Phase II or other form of invasive environmental site assessment on any portion of the Owned Real Property or Leased Real Property without the prior written consent of the Company. Buyer shall cause, at its sole expense, any investigation-derived waste generated or created in connection with the performance of the Environmental Due Diligence to be disposed of in compliance with applicable Environmental Laws, and any wells or borings installed during the Environmental Due Diligence to be plugged and abandoned. Buyer shall be responsible for executing on its own behalf all manifests, shipping documents, plugging and abandoning reports and similar documents in connection with its obligations hereunder. Buyer agrees to indemnify and hold Sellers and each GMS Entity harmless from and against any and all liabilities and causes of action arising out of the conduct of any Phase II or other form of invasive environmental site assessment by Buyer or its representatives or agents pursuant to this Section 6.6 (b).

6.7 Negotiations. Until the Closing or until this Agreement is terminated, the Sellers shall not, and shall cause the GMS Entities not to, directly or indirectly, (i) solicit, initiate, agree to enter, or enter into any proposal, inquiry, offer, discussions or negotiations with respect to any material portion of the assets of the Company and its Subsidiaries, any merger or consolidation with or involving the Company or any of its Subsidiaries, or any other similar transaction or business combination involving the Company, its Subsidiaries or the Business (an “ Acquisition

Proposal ”), or (ii) participate in any negotiations or discussions regarding, or furnish or cause to be furnished any information concerning, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage any effort or attempt by any other Person to effect or seek an Acquisition Proposal in connection with any proposed acquisition by any Person other than Buyer.

6.8 Financing.

(a) Buyer acknowledges and agrees that its obligations under this Agreement are not subject to any financing condition, and that nothing in this Section 6.8 shall be construed to suggest otherwise.

(b) Buyer acknowledges that it together with the assistance to be provided by the Company and its Subsidiaries pursuant to clause (e) below, shall be fully responsible for and will use its reasonable best efforts to fully satisfy, on a timely basis, all terms, conditions, representations and warranties set forth in the Debt Commitment Letters. As soon as practicable after the date hereof but in any event at or prior to the Closing, Buyer will enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions substantially in accordance with the Commitment Letters.

(c) Buyer shall keep the Company reasonably informed with respect to all material modifications and amendments to the Commitment Papers and shall give the Sellers prompt notice of any matters that could make it materially less likely for the Financing to occur on the Closing Date. Without limiting the foregoing, Buyer agrees to notify the Sellers promptly, and in any event within two (2) Business Days, if at any time prior to the Closing Date (i) any Commitment Letter shall expire or be terminated for any reason, (ii) any Committed Financing Source that is a party to any Commitment Letter notifies Buyer that such source no longer intends to provide financing to Buyer on the terms set forth therein, or (iii) for any reason Buyer no longer believes in good faith that they will be able to obtain all or any portion of the Financing on substantially the terms described in the Commitment Letters. Buyer shall not, and shall not permit any of their Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay beyond the End Date or prevent Buyer’s obtaining of the Financing or any portion thereof. Buyer shall not amend or alter, or agree to amend or alter, any Commitment Letter in any manner that would materially impair, delay beyond the End Date or prevent the transactions contemplated by this Agreement without the prior written consent of the Company (except to (x) increase the amount of indebtedness available thereunder, replace one or more facilities with one or more new facilities or reallocate amounts of indebtedness among the facilities, in each case, so long as the representation in Section 5.7 remains true and correct, (y) amend, supplement, modify or waive conditions to funding and other terms of the Financing, so long as no such amendment, supplement, modification or waiver adversely impacts the ability of the Buyer to timely consummate the transactions contemplated hereby or (z) replace the Financing with the Alternative Financing, correct typographical errors, provide for the assignment of a portion of the commitments under the Debt Commitment Letter to add agents or arrangers or to reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto).

(d) If any Debt Commitment Letter shall be terminated or modified in a manner materially adverse to Buyer for any reason, Buyer shall use its reasonable best efforts to obtain, and, if obtained, will provide the Sellers with a copy of, a new financing commitment that provides for an amount sufficient to consummate the transactions contemplated hereby; provided that the terms of such financing (including with respect to pricing, “flex”, term and other terms) shall not be less favorable, in the aggregate, to the Buyer than those included in such original Debt Commitment Letter (the “ Alternative Financing ”).

(e) Each of the Sellers and the Company shall, and shall cause each Subsidiary of the Company to, use reasonable best efforts to provide on a timely basis all such reasonable assistance and cooperation in connection with the Financing as may be reasonably requested by the Buyer, including (i) subject to customary confidentiality arrangements, granting access to the Company’s data room as may reasonably be requested for due diligence purposes by potential financing sources, (ii) furnishing (A) the audited consolidated balance sheets of the Company as of April 30, 2012, and April 30, 2013 and the audited consolidated income statements of the Company for the fiscal years then ended, the unaudited consolidated balance sheets of the Company as of October 31, 2013 and the unaudited consolidated income statements of the Company for the six-month period then ended, which Buyer acknowledges have already been delivered, (B) the unaudited consolidated balance sheets of the Company as of January 31, 2014 and the unaudited consolidated income statements of the Company for the nine-month period then ended and (C) other reasonable available historic financial and other information (specifically excluding any pro forma or projected statements or information) about the Company and its Subsidiaries as Buyer may request that is reasonably required in connection with the preparation of customary confidential information memoranda to be used in connection with the Financing (all such information described in clause (ii), the “ Required Information ”), (iii) furnishing all documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations, (iv) providing Buyer with such historical and other financial information as is reasonably necessary for Buyer to create consolidated pro-forma and projected financial statements and information regarding the Company and assisting the Buyer and its Committed Financing Sources in the preparation of all information memoranda, lender presentations, rating agency presentations, and similar documents in connection with the Financing, (v) participating in one or more meetings with the parties acting as lead arrangers or agents for, and prospective lenders with respect to, the Debt Financing, (vi) entering into and causing each Subsidiary of the Company to enter into definitive transaction documents for the Financing (including corporate resolutions, certificates, and other documents related thereto), provided that no obligation under any such document contemplated by this clause (v) shall be considered a Debt Obligation for purposes of Section 2.4 hereof, (vii) facilitating the pledge of and granting and perfection and release of liens on applicable collateral to provide security in connection with the Financing at and after the Closing, (viii) using commercially reasonable efforts to obtain such consents, approvals and authorizations which may be reasonably requested by the Buyer in connection with the Financing and collateral arrangements in connection therewith and (ix) cooperating with the Buyer to satisfy the conditions precedent to the Financing to the extent within the reasonable control of the Company and its Subsidiaries. Notwithstanding anything to the contrary herein, neither the Sellers, nor the Company or any of its Subsidiaries, and none of their respective directors, officers or employees shall be required to pay any commitment or other similar fee or incur any other liability or

expense (other than fees and expenses to be reimbursed by the Buyer) in connection with the Financing prior to the Closing.

(f) Sellers may, at such time as they believe in good faith that they have delivered Compliant Required Information, deliver to Buyer a written notice to that effect (stating when they believe such delivery was made), in which case Sellers shall be deemed to have provided Compliant Required Information as of such date unless the Buyer, within three (3) Business Days of receiving such notice from Sellers, gives written notice to the Sellers stating that Buyer does not believe Compliant Required Information has been delivered and stating, if applicable, with specificity, the basis for such belief.

(g) Buyer agrees to indemnify, protect and hold the Sellers and their respective Affiliates, agents and representatives harmless from all liabilities that any of them may suffer in connection with the Sellers’ or, prior to the Closing, the GMS Entities’ performance of their respective obligations under this Section 6.8 , except to the extent the act or omission giving rise to such liability would also give rise to a right of indemnification against one or more Sellers hereunder. As between any of the Sellers, on the one hand, and any Buyer Indemnified Party, on the other hand, nothing in this Section 6.8 shall be deemed to expand the scope of any representation or warranty made in this Agreement or to increase the liability of Sellers with respect to any other provision of this Agreement.

6.9 Tax Matters .

(a) Tax Liability .

(i) To the extent provided (and subject to the limitations set forth) in this Section 6.9 and in ARTICLE IX , from and after the Closing Sellers shall indemnify and hold harmless the Buyer Indemnified Parties against (A) all unpaid Taxes (whether assessed or unassessed) of a GMS Entity attributable to a Pre-Closing Period to the extent not taken into account in the calculation of the Closing Date Working Capital (as finally determined), and (B) any liability of a Person for Taxes pursuant to Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group) for any Pre-Closing Period; provided , however , that Sellers shall not be liable for (w) any Taxes to the extent taken into account in the calculation of the Closing Date Working Capital (as finally determined); (x) any Taxes imposed on a GMS Entity as a result of transactions occurring on the Closing Date outside the ordinary course of business (other than transactions contemplated by this Agreement) that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing; (y) any interest or penalties attributable to the gross negligence or bad faith of Buyer or its Affiliates; or (z) any interest or penalties imposed or assessed, or Losses incurred, to the extent attributable to Buyer’s late filing of any Tax Return or late payment of any Taxes. Sellers shall be entitled to any refund of (or credit in lieu of a refund for) Taxes allocable to any Pre-Closing Period (including any interest in respect of such refund) to the extent not taken into account in the final determination of the Closing Date Working Capital. Buyer or the appropriate GMS Entity shall pay over to Sellers their Pro Rata Portion of any such refund or the amount of any such credit within fifteen (15) Business Days after receipt or entitlement, as applicable (net of

any Tax or other cost imposed on or incurred by Buyer or any of its Affiliates with respect to the accrual or receipt of such refund).

(ii) To the extent provided (and subject to the limitations set forth) in this Section 6.9 and in ARTICLE IX , Buyer shall indemnify and hold harmless the Seller Indemnified Parties against all Taxes (whether assessed or unassessed) applicable to any GMS Entity (A) attributable to (1) any taxable year or period beginning after the Closing Date (or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date), or (2) any transaction occurring on the Closing Date outside the ordinary course of business (other than transactions contemplated by this Agreement) that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing, (B) to the extent such Taxes are taken into account in the calculation of the Closing Date Working Capital (as finally determined); (C) resulting from any interest or penalties imposed or assessed upon Tax obligations, attributable to the gross negligence or bad faith of Buyer or its Affiliates; or (D) resulting from any interest or penalties imposed or assessed, or Losses incurred, to the extent attributable to Buyer’s late filing of any Tax Return or late payment of any Taxes. Except as otherwise provided herein, Buyer shall be entitled to any refund of (or credit for) Taxes allocable to any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date, including for the avoidance of doubt any refunds attributable to carrybacks from a taxable year or period that begins after the Closing Date to a Pre-Closing Period; provided that, for the avoidance of doubt, this sentence shall not apply to any refunds constituting Future Transaction Tax Benefits that are payable to Sellers pursuant to Section 6.9(c)(ii) .

(iii) For purposes of Section 6.9(a)(i) and Section 6.9(a)(ii) , whenever it is necessary to determine the liability for Taxes for a Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one of which ended at the close of the Closing Date and the other of which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the relevant books were closed at the close of the Closing Date; provided , however , that (A) transactions occurring on the Closing Date outside the ordinary course of business (other than transactions contemplated by this Agreement) that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing shall be allocated to the taxable year or period that is deemed to begin at the beginning of the day following the Closing Date, and (B) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis and Taxes that are computed on a periodic basis, such as property Taxes, shall also be so apportioned on a daily basis. Notwithstanding the foregoing provisions of this paragraph (iii), if the transactions contemplated by this Agreement result in the reassessment of the value of any property owned by any GMS Entity for property Tax purposes, or the imposition of any property Taxes at a rate which is different than the rate that would have been imposed if such transactions had not occurred, then (x) the portion of such property Taxes for the

portion of the Straddle Period ending on and including the Closing Date shall be determined on a daily basis, using the assessed value and Tax rate that would have applied had such transactions not occurred, and (y) the portion of such property Taxes for the portion of such Straddle Period beginning after the Closing Date shall be the total property Taxes for the Straddle Period minus the amount described in clause (x) of this sentence. Sales and use Taxes shall be deemed to accrue in accordance with GAAP.

(iv) Neither the Buyer nor the GMS Entities may extend the statute of limitations for any Taxes for which Sellers would reasonably be expected to indemnify Buyer under ARTICLE IX by giving any waiver or agreeing to any extension thereof without the express prior written consent of Sellers, such consent not to be unreasonably withheld, delayed or conditioned.

(v) If, as a result of any action, suit, investigation, audit, claim, assessment or amended Tax Return, there is any change after the Closing Date in an item of income, gain, loss, deduction, credit or amount of Tax that results in an increase in Tax liability for which Sellers would otherwise be liable pursuant to this Section 6.9(a) , and such change results in a decrease in the Tax liability of a Buyer Indemnified Party for any taxable year or period ending on or before April 30, 2017, Sellers shall be liable only for the net amount of such increase after taking into account such decrease in accordance with the provisions of this Section 6.9(a) (and, to the extent such increase in Tax liability is paid to a Taxing Authority by Sellers or any Affiliate thereof, Buyer shall pay Sellers an amount equal to such decrease).

(b) Tax Returns .

(i) Subject to the provisions of this Agreement, Buyer shall prepare and file or cause to be prepared and filed all Tax Returns for the Company and its Subsidiaries (other than Income Tax Returns for taxable periods ending on or before the Closing Date) that are filed after the Closing Date. Buyer shall provide the Sellers with completed drafts of Income Tax Returns prepared with respect to Straddle Periods, together with supporting schedules and information, for the Sellers’ review and comment at least thirty (30) days prior to the due date for filing thereof (taking into account extensions of time to file) and shall consider in good faith such revisions to such Income Tax Returns as are reasonably requested by the Sellers.

(ii) The Sellers shall prepare or cause to be prepared all Income Tax Returns for the Company and its Subsidiaries for taxable periods ending on or before the Closing Date that are filed after the Closing Date (including, for the avoidance of doubt, any Income Tax Returns reflecting a carryforward or carryback of a net operating loss from one Pre-Closing Period to another). Each such Income Tax Return shall be prepared by treating items on such Tax Return in a manner consistent with the most recent prior practices and positions of the relevant GMS Entity unless otherwise required by applicable Law. The Sellers shall provide Buyer with completed drafts of such Income Tax Returns, together with supporting schedules and information, for Buyer’s review and comment at least thirty (30) days prior to the due date for filing thereof (taking into account extensions of time to file) and shall consider in good faith such revisions to such Income Tax Returns as are reasonably requested by Buyer. Buyer agrees to cause the applicable GMS Entities to execute and file on a timely basis (taking into account extensions of time to file) any Tax Return described in this Section 6.9(b)(ii) . Sellers shall pay to

Buyer all Taxes shown as due and owing on Tax Returns filed pursuant to Section 6.9(b)(i) or this Section 6.9(b)(ii) that are allocable to a Pre-Closing Tax Period or that are otherwise due and owing with respect to Pre-Closing Tax Periods at least five (5) days before such Taxes are required to be paid to the applicable Taxing Authority (net of any accrual for such Taxes to the extent reflected as a liability in the calculation of the Working Capital).

(iii) Buyer agrees to file or cause to be filed promptly after the Closing Date an IRS Form 4466 (Corporation Application for Quick Refund of Overpayment of Estimated Tax) and any analogous state and local forms (if applicable) with respect to any overpayments of estimated tax by the GMS Entities for taxable periods ending on the Closing Date.

(iv) Except as otherwise required by applicable Law, Buyer shall not take any action, or permit any action to be taken, that would reasonably be expected to prevent the taxable period of the Company and its Subsidiaries from ending for federal Income Tax purposes as of the close of business on the Closing Date and shall, to the extent permitted by applicable Law, elect with the relevant Taxing Authority to treat, for federal (and, where applicable, to the extent there are no adverse consequences, state and local) Income Tax purposes, the Closing Date as of the last day of a taxable period of the Company and its Subsidiaries. This shall include, if necessary, Buyer electing pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal Income Tax Return (but not any state or local equivalent), and to include the Company and its Subsidiaries in such consolidated federal Income Tax Return, for the first taxable period of Buyer ending after the Closing Date.

(i) Any liability for, or refund of, Income Taxes attributable to a Pre-Closing Tax Period shall be determined by taking into account all Transaction Tax Deductions properly deductible in a Pre-Closing Tax Period (assuming, for this purpose, that the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) is not applicable to any Transaction Tax Deduction, and, unless otherwise determined by Sellers, that the safe harbor election provided for in IRS Revenue Procedure 2011-29 is made with respect to any Transaction Tax Deduction that constitutes a “success-based fee”).

(ii) Buyer shall pay to the Sellers an amount equal to any Future Transaction Tax Benefit (as defined below) within fifteen (15) Business Days following the earlier of making any reduced Tax payment with respect to any Income Tax Return (but not including for this purpose any Tax Return relating to payments of estimated Taxes) or the receipt of any Income Tax refund in cash that is attributable to such Future Transaction Tax Benefit. For this purpose, a “ Future Transaction Tax Benefit ” is any refund of Income Tax or any reduction in the cumulative Income Tax liability of Buyer, the Company or any GMS Entity that is attributable to a carryforward (or carryback) of a net operating loss or other Tax attribute resulting from a Transaction Tax Deduction. The amount of such refund or reduction for any taxable period shall equal the amount by which the hypothetical Income Tax liability of Buyer, the Company and any other GMS Entity, calculated by excluding all Transaction Tax Deductions, exceeds the actual Income Tax liability of Buyer, the Company and its Subsidiaries for such taxable period, treating all Transaction Tax Deductions (and any net operating loss

attributable thereto) as the last items claimed for any taxable period (i.e., such refund or reduction shall be calculated using a “with and without methodology”). The amount of such reduction or refund shall take into account the deductibility of state and local income Taxes for U.S. federal income tax purposes and other offsetting costs. Buyer shall, and as applicable shall cause the Company and its Subsidiaries to, prepare all Income Tax Returns in good faith at or before the time and in the same manner that it would have filed such Income Tax Returns absent the provisions of this Section 6.9(c)(ii) . Notwithstanding the foregoing, Buyer shall not be required to cause any payments to be made with respect to Future Transaction Tax Benefits realized with respect to taxable periods ending after December 31, 2016. Until such time as all Transaction Tax Deductions have been realized or expired , Buyer shall, within fifteen (15) Business Days after the filing of any Income Tax Return of (or including) Buyer, the Company or any GMS Entity for taxable periods ending on or prior to December 31, 2016 (but not including for this purpose any Tax Return relating to payments of estimated Taxes), deliver to the Sellers a written statement setting forth in reasonable detail the determination of the Future Transaction Tax Benefit reflected on such Income Tax Return.

(iii) Buyer shall not waive the carryback period or otherwise fail to carry back any net operating loss for any taxable period that includes a Transaction Tax Deduction or reflects a Future Transaction Tax Benefit.

(d) Tax Audits .

(i) Buyer shall promptly notify Sellers in writing upon receipt by Buyer or any of its Affiliates of any written notice of any pending or threatened federal, state, or local Tax audits, examinations, notices of deficiency or other adjustments, assessments or redeterminations (“ Tax Matters ”) relating to a Pre-Closing Period for which Sellers would reasonably be expected to indemnify Buyer under ARTICLE IX .

(ii) Sellers shall have the sole right to control, contest, resolve and defend against any Tax Matters of any GMS Entity for taxable periods ending on or before the Closing Date, in each case provided Sellers may be obligated under this Agreement to indemnify the Buyer Indemnified Parties for such Taxes under ARTICLE IX , and to employ counsel of their choice at their own expense; provided , however , that (A) Buyer may participate at its own expense in any such Tax Matter, (B) Sellers shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter and shall provide copies of all written communications with any Taxing Authority related to such Tax Matter, (C) Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (D) Sellers may decline to control any Tax Matters by providing Buyer with written notice of such decision.

(iii) Except as otherwise provided in Section 6.9(d)(ii) , Buyer shall have the sole right to control any Tax Matters relating to any GMS Entity and to employ counsel of its choice at its own expense; provided , however , that (A) Sellers may participate at their own expense in any such Tax Matter for which Sellers may be liable pursuant to ARTICLE IX , (B) Buyer shall keep Sellers informed with respect to the commencement, status and nature of any Tax Matter for which Sellers may be liable pursuant to ARTICLE IX and shall provide copies of

all written communications with any Taxing Authority related to such Tax Matter to the extent related to a taxable period (or portion thereof) ending on or prior to the Closing Date, and (C) neither Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter for which Sellers are required to indemnify Buyer hereunder without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

(iv) In the event that Buyer fails to notify Sellers with respect to a Tax Matter in accordance with the provisions of Section 6.9(d)(i) , Sellers shall not be obligated to indemnify Buyer under ARTICLE IX of this Agreement with respect to such Tax Matter to the extent such failure to notify Sellers materially adversely affects Sellers.

(e) Assistance and Cooperation . After the Closing Date, the Sellers and Buyer shall (and shall cause their respective Affiliates, including the GMS Entities, to):

(i) assist the other Party in preparing any Tax Returns which such other Party is responsible for preparing and filing in accordance with Section 6.9(b) ; provided , however , that the obligation of Sellers shall only extend to the end of the relevant Straddle Period;

(ii) upon reasonable notice and without undue interruption to the business of such Party or the GMS Entities, provide access during normal business hours to the books and records of such Party relating to the Taxes of the GMS Entities prior to the Closing Date; and

(iii) furnish the other Party with copies of all correspondence received from any Taxing Authority in connection with any Tax Matter or information request with respect to any taxable period for which the other Party may have a liability under this Section 6.9 .

(f) Transfer Taxes . All federal, state, local, foreign and other transfer, sales, use or similar Taxes (“ Transfer Taxes ”) applicable to, imposed upon or arising out of the transfer of the Shares or any other transaction contemplated by this Agreement (other than the transactions contemplated by Section 6.5(c) ), if any, shall be the responsibility of and paid in full by Buyer.

(g) Prior Agreements . All Tax Sharing Agreements or similar agreements with respect to or involving the Company or any other GMS Entity (other than with any other GMS Entity) shall be terminated as of the Closing Date and, after the Closing Date, neither the Company nor any other GMS Entity shall be bound thereby or have any liability thereunder.

6.10 Employees and Employee Benefit Plans .

(a) Compensation and Benefits . The Buyer shall, or shall cause one of its Affiliates (including the GMS Entities) to, maintain for Continuing Employees through April 30, 2015 (i) salary, wages, incentive compensation and bonus opportunities that are at least as favorable as those provided to the Continuing Employees immediately prior to the Closing, and (ii) other benefit plans and arrangements (which may be the existing Employee Benefit Plans)

that are substantially similar in the aggregate to those provided to the Continuing Employees immediately prior to the Closing, subject, in each case, to the terms of any employment, consulting or similar agreement entered into at or in connection with the Closing. If any Continuing Employee’s employment is terminated prior to April 30, 2015, the Buyer shall, or shall cause the Company to, provide such Continuing Employee with severance benefits substantially similar in the aggregate to those historically provided under the applicable Employee Benefit Plans by the applicable GMS Entity prior to the Closing Date.

(b) Credit for Pre-Closing Items . From and after the Closing, for purposes of eligibility, vesting and benefit accrual (other than with respect to a defined benefit pension plan) and any newly implemented equity or equity based compensation program of Buyer), the Buyer and its Affiliates (including the GMS Entities) shall give each Continuing Employee full credit for such Continuing Employee’s service with any GMS Entity, any of its Affiliates, and any predecessor employer, to the same extent recognized by the GMS Entity or any of its Affiliates prior to Closing, except to the extent such credit would result in the duplication of benefits for the same period of service. To the extent any Continuing Employee commences participation in any Buyer Benefit Program, the Buyer shall (i) waive for each such Continuing Employee and his or her dependents any waiting period provision, pre-existing condition limitation, evidence of insurability, or similar limitation or condition to the extent such provision, limitation or condition would not have been applicable to such Continuing Employee under the terms of the welfare plans of the GMS Entity in which the Company Employee participated immediately prior to the Closing Date, and (ii) give full credit under the Buyer Benefit Program for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the Closing and for all plan year or lifetime out-of-pocket maximums.

(c) Paid Time Off . Buyer shall credit and cause to be paid in the normal course of business the paid time off (“ PTO ”) of all Continuing Employees for all days of PTO to which each such employee was entitled under the applicable GMS Entity’s PTO policy as of the Closing Date. For purposes of computing eligibility for, and the amount of, PTO of Continuing Employees, employment of such employees by any GMS Entity before the Closing shall be taken into account.

(d) Special Provision for Represented Employees . Notwithstanding anything to the contrary herein, with respect to any Company Employee who is part of a bargaining group covered by a Labor Agreement, Buyer shall, or shall cause its Affiliates (including the GMS Entities) to, continue such Company Employee’s employment, compensation and benefits in accordance with, and shall otherwise adhere to, such Labor Agreement through its expiration, modification, or termination in accordance with its terms and applicable Law.

(e) Compliance . Buyer shall be solely responsible for and shall indemnify the Seller Indemnified Parties against all Losses (i) arising out of Buyer’s or an Affiliate’s failure to continue the employment of any Company Employee (including without limitation, severance or similar claims or amounts relating to the termination of employment of such Company Employee after the Closing Date), (ii) arising after the Closing Date with respect to the Continuing Employees or the terms and conditions of the Continuing Employees’ employment with Buyer or an Affiliate of Buyer, (iii) under the Worker Adjustment and Retraining

Notification Act or similar Law arising out of Buyer’s or an Affiliate’s acts or omissions related to the Continuing Employees, and (iv) for any failure by Buyer to comply with its obligations under this Section 6.10(e) .

(f) COBRA . A group health plan of Buyer or its Affiliates (including the GMS Entities) shall be solely responsible for complying with the requirements of COBRA for any individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Regulation §54.4980B-9, in connection with the transactions contemplated by this Agreement.

(g) No Amendment of Plans . Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement is intended to, does or shall be deemed to constitute the establishment or adoption of, or amendment to, any employee benefit plan, and no Person participating in any such employee benefit plan maintained by either the GMS Entities or their Affiliates or Buyer or its Affiliates, shall have any claim or cause of action, under ERISA or otherwise, in respect of any provision of this Agreement as it relates to any employee benefit plan or otherwise.

6.11 No Public Announcement; Contact with Company Suppliers and Customers . Neither Buyer, Sellers nor their respective Affiliates, shall, without the written approval of the other Parties (which approval shall not be unreasonably withheld, conditioned or delayed), make any press release or other public announcement (a) which concerns this Agreement or the transactions contemplated by this Agreement, or (b) which discloses the terms of the transaction, in either case, except as and to the extent that any such Person shall be so obligated by Law or by the rules or regulations of any stock exchange. For the avoidance of doubt in no event shall the foregoing prevent, in any manner, Sponsor from disclosing to its investors or limited partners information regarding the transactions contemplated hereby in a manner consistent with past practices of disclosing transaction information. Buyer shall not, and shall cause its representatives and advisors to not, contact any supplier or customer of any GMS Entity regarding or in any way relating to the transaction contemplated by this Agreement without the prior written approval of the Company.

6.12 Expenses. Except as otherwise specifically provided in this Agreement, each Party will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all the agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel, investment bankers and independent public accountants and the filing fees payable in connection with each Party’s respective filing required by the HSR Act or any similar filings required by applicable antitrust Laws. Notwithstanding anything to the contrary contained herein, to the extent the Company has paid, prior to Closing, any costs and expenses of the Sellers relating to this Agreement and the transactions contemplated hereby, the Sellers shall not be required to reimburse such amounts to the Company (or to Buyer or any GMS Entity) after Closing.

6.13 Books and Records . From and after the Closing Date, Buyer shall cause the Company to preserve and keep all material books and records of the GMS Entities at the time of the Closing and shall prevent the GMS Entities from destroying any of such books and records for a period of seven (7) years following the Closing Date without first allowing Sellers, at

Sellers’ expense, to make copies of the same within a reasonable time following such notice. During that period, Buyer shall cause the Company (a) to allow each Seller and its representatives reasonable cooperation, access and staff assistance at reasonable times and upon reasonable request to such books and records relating solely to the period prior to the Closing (including workpapers and correspondence with Taxing Authorities), (b) to afford each Seller and its representatives the right, at such Seller’s expense, to take extracts therefrom and to make copies thereof, and (c) to have reasonable access to relevant employees of the GMS Entities, all to the extent such Seller reasonably requires, including for the preparation of Tax Returns and the handling of Tax Matters.

6.14 Termination of Share Restrictions . If, but only if, the Closing occurs, then the Company and the Sellers hereby cancel each and every contract among some or all of them relating to the Shares, including the Shareholders Agreement dated June 23, 2010 by and between the Company and the Sellers listed as shareholders therein, and any other agreement that restricts in any way the Share Transfer.

6.15 Director & Officers Protection .

(a) Rights Under Governing Documents . For six (6) years after the Closing, Buyer shall not permit any GMS Entity to amend, repeal or otherwise modify any provision in the Governing Documents of any GMS Entity relating to exculpation or indemnification of the directors and officers of such GMS Entity who have served in such capacity prior to the Closing (each a “ D&O Indemnified Person ”). The intent of the parties that such D&O Indemnified Persons be entitled to such exculpation and indemnification to the same extent as set forth in the applicable Governing Documents of such GMS Entity as in effect immediately prior to the Closing. In the event any claim in respect of which indemnification is available pursuant to the applicable Governing Documents is asserted or made prior to the sixth anniversary of the Closing, all rights to indemnification under the applicable Governing Documents shall continue until such claim is disposed of or all judgments, orders, decrees or other rulings in connection with such claim are fully satisfied.

(b) Tail Coverage . Prior to the Closing, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance for coverage of D&O Indemnified Persons who are currently covered thereby for six (6) years on terms no less advantageous to such D&O Indemnified Persons than such existing insurance coverage, which endorsement shall be provided to the Buyer for its approval no later than seven (7) days prior to the anticipated Closing Date, such approval not to be unreasonably withheld, conditioned or delayed.

(c) Third Party Beneficiaries . The obligations of the Company under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 6.15 applies without the consent of such affected D&O Indemnified Person (it being expressly agreed that the D&O Indemnified Person to whom this Section 6.15 applies are hereby made express and intended third-party beneficiaries of this Section 6.15) .

6.16 Confidentiality . Each of the Sellers shall, and shall cause each of their respective Affiliates, officers, directors, managers, employees, agents and representatives to, hold in confidence any and all information relating to the GMS Entities, Buyer or their respective Affiliates (other than the Sellers) currently in any of their possession or obtained after the date hereof which is non-public, and shall not, and shall cause each of their respective Affiliates, officers, directors, managers, employees, agents and representatives not to, directly or indirectly disclose, publish or otherwise make available any of such confidential information to the public or to any Person. Notwithstanding the foregoing, such Persons may disclose such confidential information if, but only to the extent, required by judicial or administrative process (including a process to enforce any rights under this Agreement) or by other requirements of applicable Law, or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, in which case the Person proposing to disclose, publish or otherwise make available such information shall first notify Buyer thereof and, if requested by Buyer, shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. In addition, no Person shall be restricted hereby from using or disclosing any information which (i) is generally available to and known by the public through no fault of such Person, (ii) is lawfully acquired by such Person after from sources which, to their knowledge, are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation, or (iii) was independently developed without the use of any other confidential information described herein. The obligations set forth in this Section 6.16 shall terminate and be of no further force or effect following the fifth anniversary of the Closing Date.

6.17 Sellers’ Non-Compete and Non-Solicit .

(a) For a period of five (5) years from and after the Closing Date, no Seller shall, directly or indirectly, engage in, own, have any financial interest in, or manage or operate anywhere in the world where the Company or its Subsidiaries currently sells products and services or where the Company or its Subsidiaries have specific plans to sell products or services, a business the same as, substantially similar to, or which competes in any material respect with, any of the businesses conducted by the Company or any of its Subsidiaries prior to the date hereof, except that the beneficial ownership within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, of less than 2% of the outstanding shares of common stock of a publicly-held corporation shall be permitted.

(b) For a period from the date hereof and continuing for a period of two (2) years from and after the Closing Date, no Seller shall, directly or indirectly, solicit for employment or employ any employee of the Company or any of its Subsidiaries, or request, induce or advise any employee thereof to leave the employ of the Company or any of its Subsidiaries, without the prior written consent of Buyer. Notwithstanding the foregoing, (i) the placement of general advertisements not directed specifically to employees of the Company or any of its Subsidiaries shall not be deemed to be a solicitation for purposes of this Section 6.17(b) , and (ii) no Seller shall be prohibited from employing any employee described herein if such individual ceases to be employed by the Company or any of its Subsidiaries (other than in connection with a solicitation prohibited hereunder) and such individual has not been employed by the Company or any of its Subsidiaries for at least 6 months prior to employment by such Seller.

(c) Sellers, the Company and Buyer hereby agree and acknowledge that the duration, scope and geographic areas applicable to the foregoing provisions are fair, reasonable and necessary and that adequate compensation has been received by Sellers for such obligations. If, however, for any reason any court determines that any such restrictions are not reasonable or that consideration is inadequate, such restrictions shall be interpreted, modified or rewritten to include as much of the duration, scope and geographic area identified in this Section 6.17 as will render such restrictions valid and enforceable.

6.18 Delivery of Interim Financial Statements . Until the Closing Date, the Company shall, and the Sellers shall cause the Company to, use reasonable best efforts to deliver to Purchaser, within forty-five (45) days after the end of each calendar month, a copy of the interim unaudited monthly consolidated financial statements and reports with respect to the Company and its Subsidiaries for such month prepared in a manner and containing information consistent with the GMS Entities’ current practices.

ARTICLE VII
CONDITIONS TO CLOSING; DELIVERABLES

7.1 Conditions Precedent to Obligation of Buyer. The obligation of Buyer to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at the Closing of the following conditions, any one or more of which (other than the conditions contained in Section 7.1(b) or 7.1(d) ) may be waived in whole or in part by Buyer:

(a) Bringdown of Representations and Warranties; Covenants . Each of the representations and warranties of Sellers and the Company contained in this Agreement other than the Fundamental Representations, in each case, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date (except to the extent that any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Fundamental Representations made by the Company and the Sellers shall be true and correct in all respects (other than de minimis exceptions) as of the date of this Agreement and at and as of the Closing Date (except to the extent that any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date). Sellers and the Company shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by them at or before the Closing.

(b) Orders . No order of any Governmental Body shall be in effect and no Law shall have been enacted or adopted that restrains or prohibits the consummation of the transactions contemplated hereby and no Litigation shall have been commenced by a Governmental Body and be pending that seeks to prevent or prohibit the consummation of the transactions contemplated hereby.

(c) Consents . The Company shall have received the consents and other approvals referred to in Schedules 6.3(a) and 6.3(b) .

(d) Antitrust . All waiting periods applicable to the consummation of the Share Transfer under the HSR Act and other applicable antitrust laws shall have expired or been terminated.

(e) No Material Adverse Change . Since the date of this Agreement, no fact, event or circumstance shall have occurred or arisen that, individually or in combination with any other facts, events or circumstances, has had, or would reasonably be expected to have, a Material Adverse Effect.

(f) Closing Documents . Buyer shall have received each of the documents and other deliverables referred to in Section 7.3(a) . All agreements, certificates and other documents delivered by Sellers to Buyer hereunder shall be in form and substance reasonably satisfactory to Buyer.

(g) Resignations . Buyer shall have received written resignations, effective immediately following the Closing, of the directors and officers of GMS Entities who are designated in a written notice from the Buyer to the Company received at least five (5) Business Days prior to the Closing Date, from their offices as director or officer.

7.2 Conditions Precedent to Obligation of Sellers. The obligation of Sellers to proceed with the Closing under this Agreement is subject to the fulfillment prior to or at Closing of the following conditions, any one or more of which (other than the conditions contained in Section 7.2(b) or 7.2(c) ) may be waived in whole or in part by Sellers:

(a) Bringdown of Representations and Warranties; Covenants . Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date, except to the extent that any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date. Buyer shall have performed in all material respects all of the covenants and complied in all material respects with all of the provisions required by this Agreement to be performed or complied with by them at or before the Closing.

(b) Orders . No order of any Governmental Body shall be in effect and no Law shall have been enacted, adopted or pending that restrains or prohibits the consummation of the transactions contemplated hereby and no Litigation shall be pending or threatened before any Governmental Body that seeks to prevent or prohibit the consummation of the transactions contemplated hereby.

(c) Antitrust . All waiting periods applicable to the consummation of the Share Transfer under the HSR Act and other applicable Antitrust Laws shall have expired or been terminated.

(d) Conditions to Subscription Agreement . All conditions precedent to the Sellers’ obligations to perform under the Seller Subscription Agreement shall have been satisfied.

(e) Closing Documents . Sellers shall have received the documents referred to in Section 7.3(b) . All agreements, certificates and other documents delivered by Buyer to Sellers hereunder shall be in form and substance reasonably satisfactory to Sellers.

7.3 Deliveries at the Closing .

(a) By Sellers .

(i) Each Seller shall separately deliver or cause to be delivered to Buyer at the Closing:

(A) stock certificates representing such Seller’s Transfer Shares, duly endorsed in negotiable form or accompanied by stock transfer powers, duly executed by such Seller, in blank;

(B) to the extent party to the Seller Subscription Agreement and the conditions to such Seller’s obligations thereunder have been satisfied, such Seller’s deliverables due thereunder;

(D) a certificate, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in Section 7.1(a) to the extent those conditions apply to the Seller Group of which such Seller is a member.

(ii) Sellers shall deliver or cause to be delivered to Buyer at the Closing:

(A) a certificate from the secretary of state of the state of Georgia to the effect that the Company is validly existing and in good standing therein as of a date not more than thirty (30) days prior to the Closing Date;

(B) a certificate of the Secretary of the Company, dated as of the Closing Date, attaching true and correct copies of (i) the Governing Documents of the Company as of the Closing Date, and (ii) all resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the performance by the Company of the transactions contemplated hereby and stating that such authorization remains in effect and has not been amended or terminated;

(C) a certificate from each Principal Seller, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in Section 7.1(a) to the extent those conditions apply to the Company and the other GMS Entities;

(D) the minute books, stock ledgers and corporate seal of the GMS Entities;

(E) pay-off letters (the “ Pay-Off Letters ”), drafts of which shall have been provided at least two (2) Business Days prior to the Closing, with respect to the pay-off of all Debt Obligations to be satisfied at the Closing as indicated on the Closing Statement, which letters shall include, where applicable, customary contingent lien release and commitment termination language, in each case in a form reasonably satisfactory to the Buyer; and

(F) (1) a certificate in form reasonably acceptable to Buyer prepared in accordance with Treasury Regulation Section 1.1445-2(c), duly executed by a responsible corporate officer of the Company under penalties of perjury, certifying that the Shares are not United States real property interests and dated not more than 30 days prior to the Closing Date and (2) proof reasonably satisfactory to Buyer that the Company has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2);

(b) By Buyer . Buyer shall deliver or cause to be delivered to Sellers at the Closing:

(i) a copy of the Escrow Agreement, duly executed by Buyer;

(ii) to the extent such Seller is a party to the Seller Subscription Agreement and the conditions to Holdco’s obligations thereunder have been satisfied, the Holdco deliverables due such Seller thereunder;

(iii) certificates of the appropriate public officials to the effect that Buyer is validly existing and in good standing in its state of organization as of a date not more than thirty (30) days prior to the Closing Date;

(iv) certificates of the Secretary of Buyer setting forth all resolutions of its Board of Directors or similar governing body and, if necessary, its stockholders or members, authorizing the execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby;

(v) a certificate, dated as of the Closing Date, certifying to the fulfillment of the conditions set forth in Section 7.2(a) ; and

(vi) the Purchase Price, in accordance with Section 2.4 .

ARTICLE VIII
TERMINATION

8.1 Termination Rights . This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of Buyer and the Company;

(b) by either the Company or Buyer if a Governmental Body shall have issued a non-appealable final order, decree or ruling or taken any other non-appealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting the Share Transfer or there shall be a Law which makes illegal or otherwise prohibits the Share Transfer;

(c) by the Company if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition in Section 7.2 , which breach has not been waived in writing and cannot be or has not been cured within ten (10) days after the giving of written notice by the Company to the Buyer specifying such breach; provided, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if it or the Sellers are then in material breach of any of their representations, warranties, covenants or other agreements hereunder;

(d) by Buyer if there has been a material breach by the Company or the Sellers of any of their representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition in Section 7.1 , which breach has not been waived in writing and cannot be or has not been cured within ten (10) days after the giving of written notice by the Buyer to the Company specifying such breach; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 8.1(d) if it is then in material breach of any of its representations, warranties, covenants or other agreements hereunder;

(e) by the Company or Buyer if the Closing has not occurred on or prior to the May 1, 2014 (the “ End Date ”) and no action to specifically perform this Agreement has been commenced, provided, that a Party shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if they (including with respect to the Company, if the Company or the Sellers) are then in material breach of any of their representations, warranties, covenants or other agreements hereunder. Notwithstanding the foregoing, (i) in the event that the FTC issues a “second request” with respect to the transactions contemplated by this Agreement or issues an administrative complaint challenging such transactions, or if either the FTC or Antitrust Division brings suit seeking to prevent or enjoin such transactions, then Buyer or the Company may, upon written notice to the other, extend the End Date for a period of not more than 120 days from the date hereof, and (ii) in the event the Marketing Period has begun but not yet ended by the End Date (as defined above), the End Date shall be extended until the earlier of (x) the date that is two (2) Business Days after the date on which the Marketing Period ends, or (y) the date that is fifteen (15) Business Days after the date which would otherwise be the End Date (as defined above); provided that in no event shall the End Date be later than the date that is 120 days from the date hereof;

(f) by the Company if (i) all of the conditions precedent to Buyer’s obligations to consummate the Closing under Section 7.1 (other than any such conditions which by their nature are to be satisfied on the Closing Date, but subject to such conditions being capable of being satisfied assuming the Closing occurs) have been satisfied and continue to be satisfied (or capable of being satisfied) on the date the Closing is required to be consummated by Buyer pursuant to the terms of this Agreement, (ii) the Sellers irrevocably certify to Buyer in writing that they are ready, willing and able to consummate the Closing on such date, and (iii)

Buyer fails to consummate the Closing within two (2) Business Days following receipt of such written certification.

If a Party institutes an action to specifically perform this Agreement in accordance with Section 10.10 before its termination pursuant to this Section 8.1 , then notwithstanding any other provision of this Agreement, this Agreement will not be terminated thereafter unless and until a final judgment or order is entered in such action or in any appeal therefrom denying specific performance in such action or dismissing or discontinuing such action without the granting of such relief (and such judgment or order is not then subject to appeal) or such action or an appeal therefrom is dismissed or discontinued voluntarily by the Party seeking such action, or by agreement of the Parties without the granting of such relief.

8.2 Termination Fee .

(a) The Parties agree that, if the Company validly terminates this Agreement pursuant to (i) Section 8.1(c) , (ii) Section 8.1(e) and in the case of this clause (ii), (A) all of the conditions precedent to Buyer’s obligations to consummate the Closing under Section 7.1 have been satisfied (other than any such conditions which by their nature are to be satisfied on the Closing Date or which have not been satisfied due to Buyer’s breach of its obligations under this Agreement) and continue to be satisfied (or capable of being satisfied) on the date the Closing is required to be consummated by Buyer pursuant to the terms of this Agreement, (B) the Sellers irrevocably certify to Buyer in writing that they are ready, willing and able to consummate the Closing on the End Date and (C) Buyer fails to consummate the Closing within two (2) Business Days following receipt of such written confirmation, or (iii) Section 8.1(f) , Buyer shall pay each Seller its Pro Rata Share of a termination fee equal to $51,600,000.00 (the “ Buyer Termination Fee ”) by wire transfer of immediately available funds as promptly as reasonably practicable (and in any event, within five (5) Business Days of such termination), it being understood that (x) in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion, (y) in no event shall Sellers and the Company be entitled to both an award of specific performance of Buyer’s obligations to consummate the Closing under Section 10.10 and monetary damages in connection with this Agreement or any termination of this Agreement, including the Buyer Termination Fee, and (z) the parties agree that the Buyer Termination Fee is not a penalty, Buyer will not assert any argument to the effect that payment of the Buyer Termination Fee is contrary to public policy or that there are equitable reasons why it should not be paid under any circumstance requiring its payment under this section 8.2(a).

(b) Notwithstanding anything to the contrary in this Agreement, in the event Buyer fails to effect the Closing or otherwise breaches this Agreement or fails to perform hereunder, then, except for an order of specific performance as and only to the extent expressly permitted by Section 10.10 , Sellers’ and the Company’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against Buyer, Sponsor, any Committed Financing Party, and any of their respective former, current or future Affiliates or representatives in respect of this Agreement, any contract or agreement executed in connection herewith (including the Debt Commitment Letters) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VIII and collect, if due, the Buyer Termination Fee, and upon payment of such amounts in accordance with this Section 8.2 , except in connection with an order of specific performance as and only to the extent expressly

permitted by Section 10.10 , (A) none of Buyer, Sponsor, the Committed Financing Parties, or any of their respective former, current or future Affiliates or representatives shall have any further liability or obligation relating to or arising out of this Agreement, any Contract executed in connection herewith (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, (B) none of Sellers, the Company, the Subsidiaries of the Company or any of their respective former, current or future Affiliates or representatives shall be entitled to bring or maintain any action or proceeding against Buyer, Sponsor, the Committed Financing Parties, or any of their respective former, current or future Affiliates or representatives arising out of or in connection with this Agreement, any Contract executed in connection herewith (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination, and (C) Sellers and the Company shall use their commercially reasonable efforts to cause any Litigation pending in connection with this Agreement, any Contract executed in connection herewith (including the Debt Commitment Letters) or any of the transactions contemplated hereby or thereby, to be dismissed with prejudice promptly following the payment of any such amounts.

8.3 Effect of Termination . In the event of termination of this Agreement pursuant to clause (a) or clause (b) of Section 8.1 , no Party hereto shall be liable to any other Party for any breach hereof, except for breaches of Section 6.4 , if any, if such breach led to the Governmental Body action described in such clause (b). Subject to the limitations in Section 8.2 , in the event of termination of this Agreement by either Buyer or the Company pursuant to any of clauses (c) or (d) of Section 8.1 , Buyer, on the one hand, or the Company, on the other hand, as applicable, shall be liable to the other for any breach of this Agreement by them (including with respect to the Company, by the Sellers) which led to such termination. Subject to the limitations in Section 8.2 , Section 9.4 , and Section 10.10 , Buyer, the Company or the Sellers shall be entitled to seek any remedy to which they may be entitled at law or in equity in the event of such termination, which remedies shall include injunctive relief and specific performance. The failure of any condition under this Agreement that does not constitute a breach of a representation or warranty or a covenant of a Party shall not be deemed a breach of this Agreement giving rise to a claim for damages against that Party. If this Agreement is validly terminated pursuant to Section 8.1 , this Agreement will thereafter be null and void, and there will be no liability or obligation on the part of the Company, Sellers or Buyer (or any of their Affiliates) except as provided in this ARTICLE VIII, and except that Section 6.6(a) , Section 6.11 and Section 6.12 shall survive any such termination. In addition, upon any such termination each Party will return all documents, workpapers and other materials of any other Party relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same, except to the extent previously delivered to third parties in connection with the transactions contemplated hereby, and all information received by any Party hereto with respect to the business of any other Party shall not at any time be used for the advantage of, or disclosed to third parties by, such Party to the detriment of the Party furnishing such information; provided , however , that this Section 8.3 shall not apply to any document, work paper, material or information which is a matter of public knowledge or which heretofore has been or hereafter is published in any publication for public distribution or filed as public information with any Governmental Body. In lieu of the requirement to return materials as set forth herein, a Party may destroy such materials and provide a written certification thereof to the other Parties as applicable.

ARTICLE IX
INDEMNIFICATION

9.1 Survival of Representations, Warranties, Covenants and Agreements. Subject to the provisions of this ARTICLE IX , the representations and warranties of the Company and the Sellers contained in ARTICLE III and ARTICLE IV and those of the Buyer contained in ARTICLE V, and the covenants and agreements of the Parties contained in this Agreement shall survive the Closing but shall terminate and be of no further force or effect on August 31, 2015, provided, however, that (a) the representations and warranties set forth in Section 3.1 [Organization and Authority], Section 3.2 [Authorization; Enforceability], Section 3.3(a) [Capitalization], Section 3.3(b) [Capitalization of other GMS Entities], Section 3.18 [Brokers], Section 4.1 [Authorization; Enforceability], Section 4.2 [Share Ownership], Section 5.1 [Organization], Section 5.2 [Authorization; Enforceability], and Section 5.5 [Brokers] (collectively, the “ Fundamental Representations ”) shall survive until the expiration of the applicable statute of limitations, and (c) the covenants of Sellers and Buyer set forth in Section 6.9 [Tax Matters] shall survive until the date that is sixty (60) days after the expiration of the relevant statutory period of limitations applicable to the underlying claims, (d) the covenants and agreements of the Parties contained in ARTICLE VI of this Agreement (other than Section 6.9 ) shall survive the Closing until the last day on which such covenant or agreement is to be performed, provided that Section 6.5 shall survive Closing for no less than six (6) months after the Closing Date, and (e) each covenant and agreement in this ARTICLE IX shall survive for such period as is necessary to resolve any claim properly made within the applicable time period set forth in this Section 9.1 . No claims may be made by any Indemnified Party under this ARTICLE IX following the applicable survival period set forth in this Section 9.1 . Notwithstanding the foregoing, any representation, warranty or covenant as to which a claim relating thereto is asserted in writing (which states with reasonable specificity the basis therefor) in accordance with Section 9.3 during such applicable survival period shall, with respect only to such claim, continue in force and effect beyond such survival period until the resolution of such claim.

9.2 Indemnification .

(a) Indemnification by Sellers; Limitations.

(i) If the Closing occurs, and subject to the limitations and other provisions of this ARTICLE IX , each Seller hereby agrees, jointly and severally with the other members of the Seller Group of which such Seller is a member, and severally only (not jointly and severally) with the other Sellers, to indemnify and hold harmless the Buyer Indemnified Parties against such Seller’s Pro Rata Share (and the Pro Rata Share of each other member of the Seller Group of which such Seller is a member), of any Losses described in this Section 9.2(a) below that such Buyer Indemnified Parties shall suffer or incur, to the extent that such Losses are:

(A) Recoverable Losses which arise out of any inaccuracy or breach of any representation or warranty made by the Company in ARTICLE III of this Agreement;

(B) Losses which arise out of any failure to perform any covenant or agreement made herein by the Company; or

(ii) In addition, if the Closing occurs, and subject to the limitations and other provisions of this ARTICLE IX , each Seller hereby agrees, jointly and severally with the other members of the Seller Group of which such Seller is a member, to indemnify and hold harmless the Buyer Indemnified Parties against any Losses that such Buyer Indemnified Parties shall suffer or incur, to the extent that such Losses arise out of any (A) inaccuracy or breach of any representation or warranty in ARTICLE IV of this Agreement made by such Seller or any other member of the Seller Group of which such Seller is a member, or (B) any failure to perform any covenant or agreement made herein by such Seller or any other member of the Seller Group of which such Seller is a member.

(iii) No Seller shall have any liability to any Indemnified Party:

(A) under Sections 9.2(a)(i)(A) , 9.2(a)(ii)(A) , 9.2(a)(i)(C) and, solely to the extent arising from breach of Section 6.5 , Section 9.2(a)(i)(B) , unless and until the aggregate amount of all Recoverable Losses (or, in the case of Section 9.2(a)(i)(B) , Losses) pursuant to such Sections exceeds $4,300,000.00 (the “ Deductible ”), in which event only the amount in excess thereof shall be recoverable, provided, however, that the Deductible shall not apply to Recoverable Losses arising out of breaches of the Fundamental Representations or Losses attributable to Taxes that are the obligation of Sellers as provided in Section 6.9 ;

(B) under 9.2(a)(i)(A) , 9.2(a)(ii)(A) , 9.2(a)(i)(C) and, solely to the extent arising from breach of Section 6.5 , Section 9.2(a)(i)(B) , to the extent Losses otherwise indemnifiable thereunder exceed the then-current balance of the Indemnity Escrow Fund, except in the case of Fundamental Representations or Losses attributable to Taxes that are the obligation of Sellers as provided in Section 6.9 ; or

(C) under any provision of this ARTICLE IX in the case of Losses arising out of Fundamental Representations or Losses attributable to Taxes that are the obligation of Sellers as provided in Section 6.9 to the extent they exceed the amount of proceeds actually paid to such Seller at the Closing pursuant to Section 2.4(a) .

(iv) In addition, Sellers shall not be liable for any Losses resulting from a breach of any of the representations, warranties and covenants set forth in ARTICLE III or ARTICLE IV of this Agreement or any of the covenants set forth in ARTICLE VI of this Agreement to the extent that:

(A) the Loss has been previously included as part of the Purchase Price pursuant to Section 2.4 or Section 2.6 ;

(B) the liability for such breach occurs or is increased as a result of the adoption or imposition of any Law not in force as of the Closing Date; or

(C) the Losses would not have arising but for a change in accounting policy or practice of the Buyer or any Affiliate thereof after the Closing.

(v) Any amounts received by Buyer from any insurers or other third parties with respect to any contractual rights to indemnification, reimbursement, offset or recovery against such third parties, shall reduce the amount of Losses for purposes of determining the amount of Sellers’ indemnity obligation under this ARTICLE IX . If received after an indemnification payment has been made or satisfied under this ARTICLE IX , any amounts recovered from insurers or other third parties shall be paid within five (5) Business Days of receipt, to the Indemnifying Party up to the amount paid by the Indemnifying Party.

(b) Indemnification by Buyer . If the Closing occurs, and subject to the limitations and other provisions of this ARTICLE IX , Buyer hereby agrees to indemnify and hold harmless the Seller Indemnified Parties against any Losses described below that such Seller Indemnified Parties shall actually incur, to the extent that such Losses are:

(i) Recoverable Losses which arise out of any breach of any representation or warranty made by Buyer in this Agreement; or

(ii) Losses which arise out of any failure to perform any covenant made herein by Buyer.

(c) Satisfaction of Claims . Subject to Section 9.2(a)(iii) and the other limitations herein, any Loss indemnifiable pursuant to this ARTICLE IX shall be paid by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Party within five (5) Business Days after the date that the Indemnifying Party has acknowledged and agreed to its liability for such Loss or, if applicable, the date a dispute with respect thereto is finally resolved in accordance with this Agreement, provided , however , that so long as any portion of the Indemnity Escrow Fund remains in the Indemnity Escrow Account (as defined in the Escrow Agreement), amounts payable by Sellers pursuant to Section 9.2(a) , shall first be satisfied by payment from the Indemnity Escrow Account in accordance with the Escrow Agreement to the extent funds are available therein. All indemnity payments made under this ARTICLE IX shall be treated as adjustments to the Purchase Price. For purposes of determining the amount of Losses incurred by an Indemnified Party in accordance with this ARTICLE IX , such Losses shall be offset by the amount of any Income Tax benefit actually realized by the Indemnified Party with respect thereto (reduced by any Tax liability required by applicable Law resulting directly from accrual or receipt of the related indemnification payment).

9.3 Procedures .

(a) Notice of Claim. Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party, as the case may be (an “ Indemnified Party ”), of notice of a Recoverable Loss or the commencement of any Litigation with respect to which it believes it is entitled to be indemnified under Section 9.2 , the Indemnified Party shall, if a claim in respect thereto is to be made against Sellers, on the one hand, or Buyer, on the other hand (in either case, the “ Indemnifying Party ”) under this Article, notify the Indemnifying Party in writing of the

commencement thereof; provided , however , that the omission to notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party to the extent that the Indemnifying Party is not prejudiced by such omission, and provided, further, that Section 6.9 shall govern the procedures with respect to any claim involving Taxes.

(b) Settlement; Compromise. An Indemnifying Party will not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Litigation unless such settlement, compromise or consent (i) by its terms only involves payment of monetary damages, (ii) obligates the Indemnifying Party to pay the full amount of such liability, and (iii) includes an unconditional release of the Indemnified Party from all liability arising out of such pending or threatened Litigation. An Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Litigation.

(c) Retention of Counsel. If any Litigation shall be brought against an Indemnified Party and it shall notify the Indemnifying Party thereof in accordance with subsection (a) of this Section 9.3 , the Indemnifying Party shall be entitled to assume the legal defense thereof. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the payment of such counsel’s fees and expenses shall have been specifically agreed upon in writing by the Indemnifying Party, (ii) the Indemnifying Party shall have failed to assume the defense of such action, (iii) the Indemnifying Party, and/or its counsel, shall have failed to defend against any or all claims in such action after the Indemnifying Party assumed such defense (and during any period the Indemnifying Party has not assumed such defense) or (iv) the named parties to any such Litigation (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by such counsel that there is a conflict for counsel in representing both the Indemnifying Party and the Indemnified Party which cannot appropriately be waived. In any such case, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Party. Except as aforesaid, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or such action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section for any attorneys’ fees or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof unless after assuming such defense, the Indemnifying Party does not defend such action.

(d) Resolution of Disputes. In the case of an alleged Loss which is disputed by the Indemnifying Party, the Parties shall attempt in good faith to resolve their differences for a period of 60 days and, if the Parties are unable to resolve their differences within such period, the Indemnified Party or Parties may submit the matter to judicial proceedings (unless an alternate dispute resolution procedure is specified in this Agreement with respect to such dispute).

9.4 Excluded Damages and Remedy. Neither Party shall be liable to any Indemnified Party for claims for punitive, special, incidental or exemplary damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar Law or any other legal or equitable principle, and each Party (and by acceptance of the benefits of the provisions of this ARTICLE IX , each Indemnified Party) releases the Indemnifying Party from liability for any such damages; provided , however , that this Section 9.4 shall not apply to Losses resulting from any third party action.

9.5 Environmental Remediation.

(a) If Recoverable Losses, or Litigation related thereto, involve investigation, cleanup, remediation, or other response pursuant to Environmental Laws, or in connection with Hazardous Materials, the Indemnifying Party shall have the right but not the obligation to control, at its own expense, the performance of such investigation, cleanup, remediation, or other response (an “ Indemnified Environmental Matter ”). The Parties also agree that the Indemnifying Party shall be responsible only for such investigation, cleanup, remediation or other response, and the costs thereof, based upon application of all available risk-based approaches and methods designed to minimize costs and to achieve the least stringent applicable cleanup criteria permitted by applicable Environmental Law consistent with the continued operation of the Business at the Real Property to which such Indemnified Environmental Matter relates or as required (i) by a directive of any Governmental Body; (ii) by a judgment rendered in favor of any Person; (iii) by the express terms of any lease for Leased Real Property (as in effect on the date hereof); or (iv) to respond to an imminent threat to the environment, human health or safety or health and safety of employees, that still allows for continued industrial use of affected property.

(b) The Indemnified Party or the Indemnifying Party, as the case may be (the “ Non-Controlling Party ”), with respect to any Indemnified Environmental Matter controlled by the other party (such other party, “ Controlling Party ”), shall grant or arrange reasonable access by the authorized representatives and agents of the Controlling Party to any properties, documents or personnel as necessary to conduct any environmental investigation, cleanup, remediation or other response, and shall reasonably cooperate in the execution, completion, filing, and recording of all documents, use restrictions, institutional controls, notices, and other documents as will facilitate the conduct and completion of such investigation, cleanup, remediation, or other response.

(c) With respect to any Indemnified Environmental Matter, the Controlling Party shall provide the Non-Controlling Party with the opportunity to (i) participate in any meetings or negotiations with any Governmental Authorities or other third parties, and shall provide reasonable advance notice of any such meetings or negotiations and (ii) review in advance and provide comments on any draft or final documents proposed to be submitted to Governmental Authorities or other third parties, and shall keep the Non-Controlling Party reasonably informed with respect to such Indemnified Environmental Matter, including, at the reasonable request of the Non-Controlling Party, providing copies of all documents provided to, or received from, any Governmental Body or any other third party in connection with such investigation, cleanup, remediation, or other response. The Controlling Party shall not agree to

any settlement or resolution of any Indemnified Environmental Matter, or any investigation, remediation, closure or post-closure plan with respect thereto, without the consent of the Non-Controlling Party, such consent not to be unreasonably withheld.

(d) Notwithstanding anything herein to the contrary, if the Indemnifying Party shall fail to act promptly with respect to any Indemnified Environmental Matter the control or defense of which it has assumed pursuant to this Section 9.5, the Indemnified Party may, at the Indemnifying Party’s sole expense, exercise control or defense of such Indemnified Environmental Matter and may resolve such Indemnified Environmental Matter in the Indemnified Party’s sole discretion.

9.6 Sole Remedy. Except as provided in Section 2.6 , Section 6.5(c) and Section 10.10 , from and after the Closing, the provisions of this ARTICLE IX shall be the sole and exclusive remedy of each Party for (i) any breach of a Party’s representations or warranties contained in this Agreement, (ii) any breach of a Party’s covenants or other agreements contained in this Agreement, (iii) any other matters relating to this Agreement, including claims under applicable securities laws, including under Rule 10b-5 of the Securities Exchange Act of 1934, or (iv) any Loss arising out of any Asbestos Action relating to Southern Wall Products, Inc., but excluding claims for fraud. Sellers and Buyer and their respective Affiliates are the only Persons entitled to exercise any remedy provided by this ARTICLE IX , and Sellers and Buyer for themselves and their respective Affiliates, release, waive and agree not to sue for every other remedy and/or claim that any of them may have against a Party with respect to this Agreement. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth herein after the Closing.

9.7 Materiality . For purposes of indemnification under this ARTICLE IX , each of the representations and warranties in this Agreement that contains any qualifications as to materiality or Material Adverse Effect (or any correlative terms) shall be deemed to have been given as though there were no such qualifications in determining whether there has been any breach of any such representations or warranties, provided, the foregoing shall not apply with respect to Sections 3.5 , 3.6 or 3.7(j) .

ARTICLE X
MISCELLANEOUS

10.1 Further Assurances. Sellers shall, at any time and from time to time on and after the Closing Date, upon request by Buyer, take or cause to be taken such actions and execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, documents, transfers and conveyances as may be required for the conveying, transferring, assigning and delivering of the Shares to Buyer.

10.2 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given or made (a) three (3) Business Days after the date of mailing, if delivered by registered or certified mail, postage prepaid, return receipt requested; (ii) upon delivery, if delivered personally; (iii) upon delivery, if sent by prepaid courier, with a record of receipt; or (iv) the next day after the date of dispatch, if sent by facsimile, telecopy or e-mail (if provided below, and with a copy simultaneously sent by

registered or certified mail, postage prepaid, return receipt requested or by prepaid courier), to the Parties at the following addresses:

(i) if to Buyer, to:

GYP HOLDINGS III CORP.

c/o AEA Investors LP

666 Fifth Avenue, 36 th Floor

New York, NY 10055

Attention: General Counsel

Fax: (212) 702-0518

E-Mail: bburns@aeainvestors.com

with a required copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Christopher Ewan, Esq.

Fax: (212) 859-4000

E-Mail: Christopher.Ewan@friedfrank.com

(ii) if to Sellers or the Company before the Closing, to:

Gypsum Management and Supply, Inc.

1817 Fellowship Rd.

Tucker, GA 30084

Attention: G. Michael Callahan, Jr.

Fax: (770) 621-3082

E-Mail: gmcallahan@gms.com

with a required copy to:

Sutherland Asbill & Brennan, LLP

999 Peachtree St., NE; Suite 2300

Atlanta, Georgia 30309

Attention: John B. Miller

Fax: (404) 853-8806

E-Mail: john.miller@sutherland.com

(iii) if to any member of the Callahan Seller Group after the Closing, to:

G. Michael Callahan, Jr.

4439 East Brookhaven Drive

Atlanta, 30319

gmcallahan@gms.com

(iv) if to any member of the Mueller Seller Group after the Closing, to

Richard K. Mueller

c/o Gypsum, Management and Supply, Inc.

1817-A Fellowship Road

Tucker, GA 30084

(v) if to any member of the Whitcomb Seller Group after the Closing, to

Richard A. Whitcomb

c/o Gypsum, Management and Supply, Inc.

1817-A Fellowship Road

Tucker, GA 30084

in each of clauses (iii), (iv) and (v), with a required copy to:

Sutherland Asbill & Brennan, LLP

999 Peachtree St., NE; Suite 2300

Atlanta, Georgia 30309

Attention: John B. Miller

Fax: (404) 853-8806

E-Mail: john.miller@sutherland.com

A Party may change the address to which notice to it, or copies thereof, shall be addressed by giving notice thereof to the other Parties in conformity with the foregoing.

10.3 Assignment; Governing Law .

(a) Assignment . This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of the Parties hereto and their respective successors and assigns; provided, that this Agreement and the rights and obligations hereunder shall not be assignable or transferable by any Party without the prior written consent of the other Parties hereto; provided , however , that Buyer shall, at any time and without the prior written consent of any other Party, have the right to assign all or part of its rights and obligations under this Agreement to one or more of its Affiliates (provided that no such assignment shall relieve the assigning party of any of its obligations under this Agreement); and provided, further, that Buyer and its subsidiaries may assign all of their rights, but not their obligations, under this Agreement to any Committed Financing Source or any Affiliate thereof as security for obligations to such Committed Financing Source in respect of the financing arrangements entered into in connection with the transactions contemplated hereby. Any attempted assignment in violation of this Section 10.3(a) shall be null and void.

(b) Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to its conflict of laws doctrines.

(i) Each of the Parties hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to any of the obligations arising under or relating to this Agreement shall be brought exclusively in the Delaware court of Chancery in and for New Castle County or, if such court lacks subject matter jurisdiction, in the United States District Court for the District of Delaware or any Superior Court of the state of Delaware, as the Party bringing such action or proceeding may elect, and each of the Parties hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Party hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Party and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Party or that any such court is not a convenient forum for any such action or proceeding. Each Party irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such Party, at its address for notices set forth in Section 10.2 of this Agreement, such service to become effective ten (10) days after such mailing. Each Party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby that such service of process was in any way invalid or ineffective. The foregoing shall not limit the rights of either Party to serve process in any other manner permitted by law. The foregoing consents to jurisdiction shall not constitute general consents to service of process for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the Parties to this Agreement.

(ii) Notwithstanding the foregoing, each of the parties hereto agrees (A) that it will not bring or permit any of their Affiliates to bring or support any action, whether in law or in equity, whether in contract or in tort or otherwise, against any Committed Financing Party in any way relating to this Stock Purchase Agreement or any other related transactions, including, but not limited to, any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (B) to waive and hereby waives, to the fullest extent permitted by law, any objection which any of them may now of hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in an such court, (C) that, except as specifically set forth in the Debt Commitment Letters, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Committed Financing Parties in any way relating to the Debt Commitment Letters or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or

permit the application of laws of another jurisdiction and (D) that none of the Committed Financing Parties will have any liability to the Company or its Affiliates relating to or arising out of this Agreement, the Debt Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Company nor any of its Affiliates will have any rights or claims against any of the Committed Financing Parties hereunder or thereunder.

(d) Waiver of Jury Trial . Each of the Parties to this Stock Purchase Agreement hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Stock Purchase Agreement or the transactions contemplated hereby.

(e) Enforcement . The Parties agree that any judgment obtained in any action or proceeding referred to above may, in the discretion of such Party (or its permitted successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable Law.

(f) Deemed Acceptance . Each Indemnified Party not a party to this Agreement seeking the benefit of ARTICLE IX of this Agreement shall be deemed to have accepted and agreed to the provisions of this Section 10.3 as a condition to obtaining any benefits under ARTICLE IX as if such Person was one of the Parties named herein.

10.4 Amendment and Waiver. To be effective, any amendment or waiver under this Agreement must be in writing and signed by the Party against whom enforcement of the same is sought. Neither the failure of any Party to exercise any right, power or remedy provided under this Agreement or to insist upon compliance by another Party with its obligations hereunder, nor any custom or practice of the Parties at variance with the terms hereof shall constitute a waiver by such Party or Parties of the right to exercise any such right, power or remedy or to demand such compliance. Notwithstanding the foregoing, no modifications, amendments, waivers or terminations to the provisions of which the Committed Financing Party are expressly made third-party beneficiaries pursuant to Section 10.5 shall be permitted in a manner adverse to any Committed Financing Party without the prior written consent of the Committed Financing Source affiliated with such Committed Financing Party.

10.5 Entire Agreement; No Third Party Beneficiaries. This Agreement, the confidentiality agreement entered into by the Parties in connection with the transactions contemplated hereby, and the Schedules and Exhibits attached hereto (each of which are incorporated herein) set forth all of the promises, covenants, agreements, conditions and undertakings between the Parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements and understandings, negotiations, inducements or conditions relating thereto, express or implied, oral or written. This Agreement (including Section 6.10 ) is not intended to confer upon any Person other than the Parties any rights or remedies hereunder, except (a) as provided in Section 6.15(c) , (b) for the provisions of ARTICLE IX , to the extent they relate to Indemnified Parties or, with respect to Section 9.5 , any release parties, that are not a party to this Agreement, (c) that each Committed Financing Party shall be an express third party beneficiary only of Sections 8.2 , 8.3 , 10.3 , and 10.4 (and any provision of this Stock Purchase Agreement to the extent a modification, amendment, waiver or termination of such provision would modify the substance of Sections 8.2 , 8.3 , 10.3 , and 10.4 ),

and (d) that each intended third party beneficiary referred to herein shall be an express beneficiary of this Section 10.5 .

10.6 Severability. If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced under any rule of Law in any particular respect or under any particular circumstances, such term or provision shall nevertheless remain in full force and effect in all other respects and under all other circumstances, and all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to Buyer or Sellers. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.7 Counterparts; Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall be deemed one and the same instrument. A signed copy of this Agreement (or a signature page hereto) delivered by facsimile, e-mail, “.pdf” format, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

10.8 Arbitration. If (i) an Objection is not resolved as set forth in Section 2.6(b) , or (ii) the Parties dispute the interpretation of any provision of this Agreement as it relates to the determination of the Closing Date Working Capital pursuant to the terms of Section 2.6 , the Objection or disagreement will be resolved, or the disputed provision will be interpreted, by binding arbitration; provided, that, subject to the provisions of Section 9.4 , the foregoing shall not preclude equitable or other judicial relief to enforce the provisions of this Agreement or to preserve the status quo pending resolution of such Objection, disagreement or disputed provision. Subject to the provisions of this Section, Sellers and Buyer will agree upon the rules of the arbitration prior to the arbitration and based upon the nature of the Objection or the dispute. To the extent that the Parties cannot agree on the rules of the arbitration, then the Commercial Arbitration Rules of the AAA in effect on the date hereof, as modified by this Agreement, will apply. As a minimum set of rules in the arbitration, the Parties agree as follows:

(a) The arbitration will be held in Atlanta, Georgia before a single arbitrator appointed jointly by the Parties or, if the Parties are unable to agree upon a single arbitrator within ten (10) Business Days after delivery of a notice of intention to arbitrate, before a single arbitrator appointed pursuant to the Commercial Arbitration Rules of the AAA.

(b) The Party initiating arbitration will deliver to the other Party notice of its intention to arbitrate. The notice will contain a statement setting forth in reasonable detail the nature of the Objection or the provision of the Agreement in dispute, the amount involved, if any, and the remedy sought. The other Party will file an answering statement within ten (10) days of the notice, which will contain a statement setting forth in reasonable detail the other Party’s responses to the Objection or the provision of the Agreement in dispute. If no answer is given by the other Party within the stated time, the Objection or disagreement will be assumed to

be denied. Failure by the other Party to provide an answer will not operate to delay the arbitration.

(c) Unless the Parties to the arbitration agree otherwise, no discovery will take place except as provided in this subsection. Not less than 45 days before the date of the hearing, each Party shall provide to the other Party copies of all exhibits, affidavits and other evidence it intends to submit at the hearing, along with the identification of any witnesses to be called and a summary of anticipated testimony. Based on a review of the information provided, and not less than 30 days before the date of the hearing, each Party will provide to the other Party, copies of any additional exhibits, affidavits and other evidence it intends to submit at the hearing, along with the identification of any additional witnesses to be called and a summary of anticipated testimony. The arbitrator will be authorized to resolve any disputes concerning the exchange of information.

(d) The arbitration hearing will take place over no more than five Business Days, beginning not more than 90 days after the date of the notice of arbitration; provided, however, that any failure to comply with the deadlines set forth in this subsection shall not be a basis for setting aside, not enforcing, or otherwise challenging the validity of, the award.

(e) The arbitrator will deliver his or her decision in writing within ten (10) Business Days after the completion of the arbitration hearing; provided, however, that any failure to comply with the deadlines set forth in this subsection shall not be a basis for setting aside, not enforcing, or otherwise challenging the validity of, the award.

(f) The arbitrator will specify the basis for his or her decision, the resolution of the Objection or dispute and a breakdown of any amounts awarded, if any, and the basis of any other remedy. The arbitrator’s decision will be considered a final and binding resolution of the Objection or dispute, will not be subject to appeal and may be entered as an order in any court of competent jurisdiction in the United States. Each Party agrees to submit to the jurisdiction of any such court for purposes of the enforcement of any such order. With respect to matters subject to arbitration pursuant to this Section 10.8 , neither Party will sue the other except for enforcement of the arbitrator’s decision if the other Party is not performing in accordance with the arbitrator’s decision. The provisions of this Agreement will be binding on the arbitrator.

(g) Any arbitration proceeding hereunder will be conducted on a confidential basis. The arbitrator’s discretion to fashion remedies hereunder will be no broader than the legal and equitable remedies available to a court. Each Party shall pay one half of any fees and expenses required by the AAA in advance of the rendering of an award, and if one Party fails to pay its share of such fees and expenses, the other Party may pay the same and shall be entitled to have such amount entered with interest as part of the award in the event the paying Party is the prevailing Party.

10.9 Transfer of Privilege; Conflicts .

(a) Buyer acknowledges the fact that Sutherland Asbill & Brennan LLP (“ Sutherland ”) has represented the GMS Entities and the Sellers in connection with the transactions provided for herein and agrees that, effective upon the Closing, the GMS Entities

shall, without the necessity of further documentation of transfer, be deemed to have irrevocably assigned and transferred to the Sellers all of their right to, title to and interest in all communications with, and work product of, Sutherland as they relate to this Agreement, the documents related hereto and the preparation and negotiation thereof, together with all written or other materials consisting of, containing, summarizing or embodying such communications and work product (collectively, the “ Privilege Items ”). Buyer acknowledges and agrees that the intent and effect of this provision is to grant the Sellers control over the exercise of the attorney-client privilege held by the Company, if any, in respect of this Agreement and the Privilege Items, notwithstanding any failure by the Sellers to cause the Privilege Items to be removed or deleted from the GMS Entities’ files, electronic or otherwise. Buyer agrees, after the Closing, to refrain from, and to cause the GMS Entities to refrain from, knowingly waiving the attorney-client privilege belonging to the Company, if any, relating to any matter relating to this Agreement or the Privilege Items occurring before the Closing or intentionally disclosing the content of communications or work product related to such privilege to any person, without the express written consent of the Principal Sellers (which consent will not be unreasonably withheld, delayed or conditioned).

(b) If, subsequent to the Closing, any dispute (a “ Dispute ”) arises relating in any manner to this Agreement or any agreement delivered in connection herewith between one or more Sellers on the one hand, and Buyer or any of its Affiliates on the other hand, Buyer, for itself and its Affiliates, hereby consent to Sutherland’s representation of the Seller or Sellers with respect to such Disputes and waive any conflict of interest that may exist by reason of such representation. Buyer acknowledges that Sutherland, in connection with its representation of the GMS Entities, has and will have obtained confidential information of the GMS Entities, and agree that such information may be used on behalf of the Sellers against them in connection with such Dispute at the sole discretion of the Sellers, notwithstanding a claim of privilege or work-product the Company may otherwise be entitled to assert, if any.

10.10 Specific Performance .

(a) The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. Subject to the specific restrictions in Sections 8.2 and Section 10.10(b) , each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, it is acknowledged and agreed that Sellers and the Company shall be entitled to seek specific performance of the Buyer’s obligations to consummate the transactions contemplated hereby, and such right shall be available only in the event that each of the following conditions precedent has been satisfied prior to seeking specific performance: (A) the conditions set forth in Section 7.1 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied assuming the Closing occurs) have been satisfied and continue to be satisfied on the date the Closing is required to be consummated by

the Buyer pursuant to the terms of this Agreement, (B) the Sellers irrevocably certify to the Buyer in writing that the Sellers and the Company are ready, willing and able to consummate the Closing on such date and that such Persons will consummate the Closing and the transactions contemplated hereby assuming the funding by the Committed Financing Sources, (C) the Buyer fails to consummate the Closing within two (2) Business Days following such written certification, and (D) the Debt Financing (or the Alternative Financing, as the case may be) has been funded or would be funded at the Closing; provided , that neither Sellers nor the Company shall be entitled to seek the remedy of specific performance with respect to the Buyer’s rights under the Debt Commitment Letters against the Committed Financing Sources.

(c) While Sellers and the Company may pursue both a grant of specific performance under this Section 10.10 and the payment of the Buyer Termination Fee under Section 8.2 , under no circumstances shall Sellers and/or the Company be permitted or entitled to receive both (i) a grant of specific performance that permits the consummation of the transactions contemplated by this Agreement, in accordance with the terms of this Agreement and (ii) monetary damages in connection with this Agreement or any termination of this Agreement, including all or any portion of the Buyer Termination Fee.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

COMPANY:	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:	/s/ G. Michael Callahan, Jr.
	Name:	G. Michael Callahan, Jr.
	Title:	President

[Signatures continue on next page.]

Signature Page to Stock Purchase Agreement

BUYER:	GYP HOLDINGS III CORP.

	By:	/s/ J. Louis Sharpe
	Name:	J. Louis Sharpe
	Title:	Vice President

[Signatures continue on next page.]

Signature Page to Stock Purchase Agreement

[Continuation of Signatures]

SELLERS :
	/s/ Richard A. Whitcomb
	Name:	Richard A. Whitcomb


	RICHARD A. WHITCOMB REVOCABLE TRUST

	By:	/s/ Richard A. Whitcomb
	Name:	Richard A. Whitcomb
	Title:	Trustee


	SHIELDS AVENUE MANAGEMENT, LLC

	By:	/s/ Joan M. Whitcomb
	Name:	Joan M. Whitcomb
	Title:	Manager


	/s/ Richard K. Mueller
	Name:	RICHARD K. MUELLER


	MUELLER FAMILY INVESTMENT, LLC

	By:	/s/ Richard K. Mueller
	Name:	Richard K. Mueller
	Title:	Manager


	/s/ G. Michael Callahan, Jr.
	Name:	G. MICHAEL CALLAHAN, JR.


	2009 G. MICHAEL CALLAHAN, JR. FAMILY TRUST

	By:	/s/ Joseph P. Callahan
	Name:	Joseph P. Callahan
	Title:	Trustee

Signature Page to Stock Purchase Agreement

Exhibit 10.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

GYP HOLDINGS I CORP.,

THE AEA INVESTORS,

MANAGEMENT INVESTORS

and

ADDITIONAL INVESTORS THAT ARE SIGNATORIES HERETO

Dated as of April 1, 2014

TABLE OF CONTENTS

				Page

Section 1.	Certain Definitions			1
Section 2.	Registration Rights			5
	2.1.		Demand Registrations	5
	2.2.		Piggyback Registrations	10
	2.3.		Allocation of Securities Included in Registration Statement	12
	2.4.		Registration Procedures	14
	2.5.		Registration Expenses	22
	2.6.		Certain Limitations on Registration Rights	22
	2.7.		Limitations on Sale or Distribution of Other Securities	22
	2.8.		No Required Sale	24
	2.9.		Indemnification	24
	2.10.		Limitations on Registration of Other Securities; Representation	28
	2.11.		No Inconsistent Agreements	28
Section 3.	Underwritten Offerings			28
	3.1.		Requested Underwritten Offerings	28
	3.2.		Piggyback Underwritten Offerings	29
Section 4.	General			29
	4.1.		Adjustments Affecting Registrable Securities	29
	4.2.		Rule 144 and Rule 144A	30
	4.3.		Nominees for Beneficial Owners	30
	4.4.		Amendments and Waivers	30
	4.5.		Notices	31
	4.6.		Successors and Assigns	32
	4.7.		Entire Agreement	32
	4.8.		Governing Law; Arbitration	32
	4.9.		Interpretation; Construction	33
	4.10.		Counterparts	33
	4.11.		Severability	33
	4.12.		Remedies	33
	4.13.		Further Assurances	34
	4.14.		Confidentiality	34
	4.15.		IPO	34

Schedule 4.5		Notices

REGISTRATION RIGHTS AGREEMENT , dated as of April 1, 2014 (as amended, modified or supplemented from time to time, this “ Agreement ”), by and among (i) GYP Holdings I Corp., a Delaware corporation (the “ Company ”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “ Management Investors ”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “ Additional Investors ” and, collectively with the Management Investors and each Person who executes an Assumption Agreement (as defined in the Stockholders Agreement (as defined below)) and falls under clause (x)(i) of the definition of Assumption Agreement, the “ Minority Investors ”).

RECITALS :

WHEREAS, GYP Holdings III Corp. (“ GYP III ”), an indirect wholly owned subsidiary of the Company, Gypsum Management and Supply Inc. (“ GMS ”) and the Sellers (as defined in the Purchase Agreement) are parties to that certain Stock Purchase Agreement, dated as of February 11, 2014 (as amended, modified or supplemented from time to time, the “ Purchase Agreement ”), pursuant to which, on the date hereof GYP III acquired all of the outstanding capital stock of GMS;

WHEREAS, the AEA Investors hold a majority of the outstanding shares of the Common Stock, the Minority Investors hold the remainder of the outstanding shares of the Common Stock and the Company has no other capital stock outstanding as of the date hereof;

WHEREAS, the Company, the AEA Investors, the Management Investors and the Additional Investors are parties to that certain Stockholders Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “ Stockholders Agreement ”), establishing and setting forth their agreement with respect to certain rights and obligations associated with the ownership of shares of capital stock of the Company; and

WHEREAS, in connection with entering into the Stockholders Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Certain Definitions . As used herein, the following terms shall have the following meanings:

“ Additional Investors ” has the meaning ascribed to such term in the Preamble.

“ Additional Piggyback Rights ” has the meaning ascribed to such term in Section 2.2(b).

“ AEA ” means AEA Investors LP, a Delaware limited partnership.

“ AEA Investors ” means (i) AEA Investors Fund V LP, a Cayman Islands exempted limited partnership, (ii) AEA Investors Fund V-A LP, a Delaware limited partnership, (iii) AEA Investors Fund V-B LP, a Delaware limited partnership, (iv) AEA Investors Participant Fund V

LP, a Delaware limited partnership, (v) AEA Investors QP Participant Fund V LP, a Delaware limited partnership, (vi) any general or limited partnership, corporation or limited liability company having as a general partner, controlling equity holder or managing member (whether directly or indirectly) a Person who is a member of AEA or an Affiliate of any such Person and (vii) any successor or permitted assign or transferee of any of the foregoing.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person.

“ Agreement ” has the meaning ascribed to such term in the Preamble.

“ automatic shelf registration statement ” has the meaning ascribed to such term in Section 2.4.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Claims ” has the meaning ascribed to such term in Section 2.9(a).

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of the Company or otherwise.

“ Common Stock Equivalents ” means, with respect to the Company, all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Common Stock or other equity securities of the Company (including, without limitation, any note or debt security convertible into or exchangeable for shares of Common Stock or other equity securities of the Company).

“ Company ” has the meaning ascribed to such term in the Preamble and, for purposes of this Agreement, such term shall include any Subsidiary or parent company of GYP Holdings I Corp. and any successor to GYP Holdings I Corp. or any Subsidiary or parent company of GYP Holdings I Corp.

“ Confidential Information ” has the meaning ascribed to such term in Section 4.14.

“ Demand Exercise Notice ” has the meaning ascribed to such term in Section 2.1(a)(i).

“ Demand Registration ” has the meaning ascribed to such term in Section 2.1(a)(i).

“ Demand Registration Request ” has the meaning ascribed to such term in Section 2.1(a)(i).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“ Expenses ” means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange, Nasdaq or on any other U.S. or non-U.S. securities market on which the Common Stock is or may be listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including, without limitation, reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions, (iii) word processing, printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten offering, the fees and disbursements of one counsel for the AEA Investors and one counsel for all other Participating Holder(s) collectively (selected by the holders of a majority of the shares held by such other Participating Holder(s)), together in each case with any local counsel, (viii) fees and disbursements of all independent public accountants (including the expenses of any audit/review and/or “cold comfort” letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any filing with or review by FINRA and (xii) expenses for securities law liability insurance and, if any, rating agency fees.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ GYP III ” has the meaning ascribed to such term in the Recitals.

“ Holder ” or “ Holders ” means (1) any Person who is a signatory to this Agreement or (2) any permitted transferee of Registrable Securities to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder, provided that such transferee has agreed in writing to be bound generally by the terms of this Agreement in respect of such Registrable Securities.

“ Initiating Holders ” has the meaning ascribed to such term in Section 2.1(a)(i).

“ Investor Holders ” means the AEA Investors, or any of them, to the extent they acquire or hold Registrable Securities.

“ IPO ” means the initial bona fide underwritten public offering and sale of Common Stock (or other equity securities of the Company) pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) filed under the Securities Act.

“ Majority Participating Holders ” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

“ Management Investors ” has the meaning ascribed to such term in the Preamble to this Agreement.

“ Manager ” has the meaning ascribed to such term in Section 2.1(c).

“ Minimum Threshold ” means $20 million.

“ MSPA ” has the meaning ascribed to such term in the Recitals.

“ Participating Holders ” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

“ Partner Distribution ” has the meaning ascribed to such term in Section 2.1(a)(iii).

“ Person ” means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust, incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

“ Permitted Transferee ” means any Person described in clauses (i) through (iv) of Section 2.2 of the Stockholders Agreement.

“ Piggyback Notice ” has the meaning ascribed to such term in Section 2.2(a).

“ Piggyback Shares ” has the meaning ascribed to such term in Section 2.3(a)(iii).

“ Postponement Period ” has the meaning ascribed to such term in Section 2.1(b).

“ Qualified Independent Underwriter ” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

“ Registrable Securities ” means (a) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (a) above by way of stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b) above. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, or (B) such securities shall have been sold in compliance with the requirements of Rule 144 under the Securities Act, as such Rule 144 may be amended (or any successor provision thereto).

“ Restricted Period ” has the meaning ascribed to such term in Section 2.7(c).

“ Rule 144 ” and “ Rule 144A ” have the meaning ascribed to such term in Section 4.2.

“ SEC ” means the U.S. Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.

“ Section 2.3(a) Sale Number ” has the meaning ascribed to such term in Section 2.3(a).

“ Section 2.3(b) Sale Number ” has the meaning ascribed to such term in Section 2.3(b).

“ Section 2.3(c) Sale Number ” has the meaning ascribed to such term in Section 2.3(c).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“ Shelf Registrable Securities ” has the meaning ascribed to such term in Section 2.1(e).

“ Shelf Registration Statement ” has the meaning ascribed to such term in Section 2.1(e).

“ Shelf Underwriting ” has the meaning ascribed to such term in Section 2.1(e).

“ Shelf Underwriting Notice ” has the meaning ascribed to such term in Section 2.1(e).

“ Shelf Underwriting Request ” has the meaning ascribed to such term in Section 2.1(e).

“ Stockholders Agreement ” has the meaning ascribed to such term in the Recitals.

“ Subsidiary ” means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized or acquired after the date hereof.

“ Valid Business Reason ” has the meaning ascribed to such term in Section 2.1(b).

“ WKSI ” has the meaning ascribed to such term in Section 2.1(a)(i).

Section 2. Registration Rights .

2.1. Demand Registrations .

(a) (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time after the closing of an IPO, the AEA Investors shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any AEA Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “ Demand Registration Request ,” and the registration so requested is referred to herein as a “ Demand Registration ” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “ Initiating Holders ”). Any Demand Registration Request may request that the Company register

Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “ WKSI ”), an automatic shelf registration statement. The Company shall give written notice (the “ Demand Exercise Notice ”) of such Demand Registration Request (1) to each of the Holders of record of Registrable Securities (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least ten (10) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

(ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within ten (10) Business Days following the receipt of any such Demand Exercise Notice.

(iii) The Company shall, as expeditiously as possible, but subject to Section 2.1(b), use its reasonable best efforts to (x) file with the SEC (no later than forty five (45) days from the Company’s receipt of the applicable Demand Registration Request) and cause to be declared effective such registration under the Securities Act as soon as reasonably practicable (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with the intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “ Partner Distribution ”) and (y) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

(iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect or considering a Partner Distribution, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to effect such Partner Distribution.

(b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of one hundred and twenty (120) days after the effective date of any other registration of the Company (or one hundred and eighty (180) days in the case of an IPO) filed pursuant to the Securities Act (other than a Form S-4 or Form S-8 or any successor or other

forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan); (ii) the Company shall not be required to effect more than five (5) Demand Registrations on Form S-1 or any similar long-form registration at the request of the AEA Investors (it being understood that if a single Demand Registration Request is delivered by more than one AEA Investor, the registration requested by such Demand Registration Request shall constitute only one Demand Registration); provided , however , that the AEA Investors shall be entitled to request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act); (iii) each registration in respect of a Demand Registration Request made by any Holder must include, in the aggregate, shares of Common Stock having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Common Stock included in such registration by all Holders participating in such registration) and (b) the Initiating Holder’s remaining shares of Common Stock; and (iv) if the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely interfere with any existing or potential material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not yet have appropriate financial statements of acquired or to be acquired entities available for filing (in each case, a “ Valid Business Reason ”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted in whole or part from actions taken or omitted to be taken by the Company, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, suspend use of or, if required by the SEC, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (iv), the “ Postponement Period ”). The Company shall give written notice to the Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2 of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided , however , the Company shall not be permitted to postpone or suspend use of or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period.

If the Company shall give any notice of postponement or suspension or withdrawal of any registration statement pursuant to clause (iv) above, the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend use of, withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (iv) above, such Holder will

discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have suspended use of, withdrawn or terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iv) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement until the Company shall have permitted use of such suspended registration statement or filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but in no event later than forty-five (45) days after the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section 2.1(b) above.

(c) In connection with any Demand Registration, the majority of the Initiating Holders participating in such Demand Registration shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “ Manager ”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed.

(d) No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(a) (i) if the registration statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold ( provided , however , that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) with respect to one Demand Registration for each Initiating Holder, if any of the Registrable Securities requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3 (even where some or most of such Holder’s Registrable Securities are included in such Demand Registration), (iii) if the method of disposition is a firm commitment underwritten public offering and any of the applicable Registrable Securities have not been sold pursuant thereto or (iv) if the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such

request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates) or are otherwise waived by such Initiating Holder(s).

(e) In the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such registration becomes effective (such registration statement, a “ Shelf Registration Statement ”), the Initiating Holders with respect to such Demand Registration Request shall have the right at any time and from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement. The Initiating Holders shall make such election by delivering to the Company a written request (a “ Shelf Underwriting Request ”) for such underwritten offering specifying the number of Registrable Securities that the Initiating Holders desire to sell pursuant to such underwritten offering (the “ Shelf Underwriting ”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “ Shelf Underwriting Notice ”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“ Shelf Registrable Securities ”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “ Underwritten Block Trade ”) off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible, but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided , however , that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in this Section 2.1 or in Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time. The Company shall, at the request of any Initiating Holder, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and

otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Initiating Holders may request, and the Company shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(e), each Shelf Underwriting must include, in the aggregate, shares of Common Stock having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting) and (b) the Initiating Holder’s remaining shares of Common Stock

(f) Any Initiating Holder may revoke a Demand Registration Request delivered by such Initiating Holder at any time prior to the effectiveness of such Demand Registration and such Demand Registration shall have no further force or effect and such request shall not count as a Demand Registration Request under this Agreement.

2.2. Piggyback Registrations .

(a) If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give written notice (the “ Piggyback Notice ”) of its intention to do so (1) to each of the Holders of record of Registrable Securities (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (or, in the case of an automatic shelf registration statement, at least ten (10) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. Upon the written request of any such Holder, made within ten (10) Business Days following the receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Holder wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through

a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided , however , that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. In the event an Investor Holder requests such an Underwritten Block Trade, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, (1) the Additional Investors shall have no right to notice of or to participate in such Underwritten Block Trade following the Restricted Period and (2) any other Holder who does not constitute an Investor Holder shall have no right to notice of or to participate in such Underwritten Block Trade at any time.

(b) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person or otherwise, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“ Additional Piggyback Rights ”); provided , however , that, with respect to any underwritten offering, including a block trade, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders or the Majority Participating Holders in such underwritten offering.

(c) Other than in connection with a Demand Registration, if, at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.

(d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided , however , that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters.

(e) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder (including to effect such Partner Distribution).

(f) Notwithstanding anything contained herein to the contrary, the piggyback registration rights set forth in Section 2.2(a) shall not apply to any Holder in connection with the IPO without the prior written consent of AEA; provided , however , that if any AEA Investor participates in the IPO, each Additional Investor shall be entitled to participate in such IPO on a pro rata basis in accordance with the provisions of this Section 2.2, subject to Sections 2.3 and 2.6 hereof.

2.3. Allocation of Securities Included in Registration Statement .

(a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number (the “ Section 2.3(a) Sale Number ”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating Holders and the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

(i) first, all Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise of piggyback rights pursuant to Section 2.2); provided , however , that if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering (including pursuant to the exercise of piggyback rights pursuant to Section 2.2), based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register, up to the Section 2.3(a) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights (“ Piggyback Shares ”), based on the number of Piggyback Shares then owned by each Person requesting

inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(a) Sale Number.

Notwithstanding anything in this Section 2.3(a) to the contrary, no employee stockholder of the Company will be entitled to include Registrable Securities in an underwritten offering requested by the Initiating Holders pursuant to Section 2.1 to the extent that the Manager of such underwritten offering shall determine in good faith that the participation of such employee stockholder would adversely affect the marketability of the securities being sold by the Initiating Holders in such underwritten offering.

(b) If any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of the Company after the date hereof and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the largest number (the “ Section 2.3(b) Sale Number ”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:

(i) first, all equity securities that the Company proposes to register for its own account;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion, up to the Section 2.3(b) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale Number.

(c) If any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any Person(s) (other than a Holder) to whom the Company has granted registration rights which are not inconsistent with the rights granted in, and do not otherwise conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering exceeds the number (the “ Section 2.3(c) Sale Number ”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:

(i) first, the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 2.3(c) Sale Number;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(c) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated to shares the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number.

(d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided , however , that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.

2.4. Registration Procedures . If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of and/or participate in any offering or sale of any Registrable Securities under the Securities Act as provided in this Agreement (or use reasonable best efforts to accomplish the same), the Company shall, as expeditiously as possible:

(a) prepare and file all required filings with the SEC and FINRA, including preparing and filing with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof (including, without limitation, a Partner Distribution), which registration form (i) shall be selected by the Company (except as provided for in a Demand Registration Request)

and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective for such period as any Participating Holder pursuant to such registration statement shall request ( provided , however , that as far in advance as reasonably practicable before filing a registration statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto, the Company will furnish to one counsel for the Holders participating in the planned offering (jointly selected by the Initiating Holder and the Majority Participating Holders) and to one counsel for the Manager, if any, copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the reasonable review and reasonable comment of such counsel (including any objections to any information pertaining to any Participating Holder and its plan of distribution and otherwise to the extent necessary, if at all, to complete the filing or maintain the effectiveness thereof), and the Company shall make the changes reasonably requested by such counsel and shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any free writing prospectus related thereto to which the Initiating Holders, the Majority Participating Holders or the underwriters, if any, shall reasonably object); provided , however, that, notwithstanding the foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading;

(b) (i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and such free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement continuously effective for such period as any Participating Holder pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement, and any prospectus so supplemented to be filed pursuant to Rule 424 under the Securities Act, in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (ii) provide notice to such sellers of Registrable Securities and the Manager, if any, of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate;

(c) furnish, without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in all material respects in conformity with the requirements of the Securities Act, and other documents, as such seller and underwriter may reasonably request in order to facilitate the public

sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable laws of each such registration statement (or amendment or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);

(d) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or state “blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions in accordance with the intended methods of disposition (including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(e) promptly notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed with the SEC and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading (which notice shall notify the Participating Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information); and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct; and, if the notification relates to an event described in clause (v), unless the Company has declared that a Postponement Period exists, the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;

(f) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described hereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(g) (i) (A) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, to either cause all such Registrable Securities to be listed on a national securities exchange or to secure designation of all such Registrable Securities as a Nasdaq National Market “national market system security” within the meaning of Rule 11Aa2-1 of the Exchange Act or, failing that, secure Nasdaq National Market authorization for such shares and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;

(h) cause its senior management, officers and employees to participate in, and to otherwise facilitate and cooperate with the preparation of the registration statement and prospectus and any amendments or supplements thereto (including participating in meetings, drafting sessions, due diligence sessions and rating agency presentations) taking into account the Company’s reasonable business needs;

(i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement and, in the case of any secondary equity offering, provide and enter into any reasonable agreements with a custodian for the Registrable Securities;

(j) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Initiating Holder or the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the

benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);

(k) use its reasonable best efforts (i) to obtain opinions from the Company’s counsel, including without limitation local and/or regulatory counsel, and a “cold comfort” letter and updates thereof from the independent public accountants who have certified the financial statements of the Company (and/or any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters (including, in the case of such “cold comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinions and letters shall be dated the dates such opinions and “cold comfort” letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Participating Holder upon its request and to each underwriter, if any, a copy of such opinions and letters addressed to such underwriter and each Participating Holder to the extent permitted by the Company’s independent public accountants;

(l) deliver promptly to counsel for the Majority Participating Holders and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by counsel for the Majority Participating Holders, by counsel for any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by the Majority Participating Holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such counsel for the Majority Participating Holders, counsel for an underwriter, attorney, accountant or agent in connection with such registration statement; and upon receipt of such confidentiality agreements as the Company may reasonably request, furnish to each Participating Holder upon its reasonable request, a copy of such documents described herein;

(m) use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each case, as promptly as reasonably practicable;

(n) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;

(o) use its reasonable best efforts to make available its senior management, employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the Company’s reasonable business needs and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;

(p) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement), and prior to the filing or use of any free writing prospectus, provide copies of such document to counsel for the Majority Participating Holders and to each managing underwriter, if any, and make the Company’s representatives reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for the Majority Participating Holders or underwriters may reasonably request ( provided , however, that, notwithstanding the foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading); and furnish to each Participating Holder upon its reasonable request, a copy of such documents described herein;

(q) furnish to counsel for each Participating Holder upon its request and to each managing underwriter, without charge, upon request, at least one conformed copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus and prospectus supplement filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;

(r) cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a Shelf Registration Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities to be sold from time to time);

(s) include in any prospectus or prospectus supplement if requested by any managing underwriter updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;

(t) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided , however , that to the extent that any prohibition is applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;

(u) use its reasonable best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Participating Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities in accordance with the intended methods thereof;

(v) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;

(w) take all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(x) in connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in the light of the circumstances, be misleading;

(y) to the extent required by the rules and regulations of FINRA, retain a Qualified Independent Underwriter acceptable to the managing underwriter; and

(z) use reasonable best efforts to cooperate with the managing underwriters, Participating Holders, any indemnitee of the Company and their respective counsel in connection with the preparation and filing of any applications, notices, registrations and responses to requests for additional information with FINRA, the New York Stock Exchange, Nasdaq, or any other national securities exchange on which the shares of Common Stock are or are to be listed.

To the extent the Company is a WKSI at the time any Demand Registration Request is submitted to the Company, and such Demand Registration Request requests that the Company file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “ automatic shelf registration statement ”) on Form S-3, the Company shall file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. The Company shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold in compliance with the SEC rules. If the automatic shelf registration statement has been outstanding for at least three (3) years, at or prior to the end of the third year the Company shall upon request refile a new automatic shelf

registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.

If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that it shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

The Company may require that each Participating Holder as to which any registration is being effected (i) furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request, provided that such information is necessary for the Company to consummate such registration and shall be used only in connection with such registration and (ii) provide any underwriters participating in the distribution of such securities such information as the underwriters may request and execute and deliver any agreements, certificates or other documents as the underwriters may request.

Each Holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each Participating Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.

The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus, or any free writing prospectus, that refers to any Holder covered thereby by name, or otherwise identifies such Holder, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless such disclosure is required by law, in which case the Company shall provide written notice to such Holders no less than five (5) Business Days prior to the filing. If any such registration statement or comparable statement under state “blue sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company,

then such Holder shall have the right to require the insertion therein of language, in form and substance reasonably satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company.

To the extent that any of the AEA Investors or the Additional Investors is or may be deemed to be an “underwriter” of Registrable Securities pursuant to any SEC comments or policies, the Company agrees that (1) the indemnification and contribution provisions contained in Section 2.9 shall be applicable to the benefit of the AEA Investors and the Additional Investors, as applicable, in their role as an underwriter or deemed underwriter in addition to their capacity as a Holder and (2) the AEA Investors and any Additional Investors, as applicable, shall be entitled to conduct the due diligence which they would normally conduct in connection with an offering of securities registered under the Securities Act, including without limitation receipt of customary opinions and comfort letters addressed to the AEA Investors and the Additional Investors, as applicable.

2.5. Registration Expenses .

(a) The Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to Section 2, whether or not a registration statement becomes effective or the offering is consummated.

(b) Notwithstanding the foregoing, (x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these expense provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in connection with any underwritten offering hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes, if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance with the number of shares sold in the offering by such Holder.

2.6. Certain Limitations on Registration Rights . In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided , however , that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

2.7. Limitations on Sale or Distribution of Other Securities .

(a) Each Holder agrees (whether or not such Holder can participate in any such offering), (i) to the extent requested by a managing underwriter, if any, of any underwritten

public offering pursuant to a registration or offering effected pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)) (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a registration on Form S-4 or Form S-8, or any successor or similar form which (x) is then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree), and (ii) to the extent requested by a managing underwriter of any underwritten public offering effected by the Company for its own account (including without limitation any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), or of the Company’s IPO, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days) or such shorter period as the managing underwriter, the Company or any executive officer or director of the Company shall agree to (other than in the case of the IPO, which time period shall be one hundred eighty days (180) days from the pricing date of such offering (plus customary lockup extension periods as reasonably determined by the managing underwriter, not to exceed thirty-five (35) days)). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine. Notwithstanding anything to the contrary contained in this Section 2.7(a), (A) each Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 2.7(a) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer or director of the Company or any AEA Investor, and (B) the provisions of this Section 2.7(a) shall only be applicable if all officers and directors of the Company, all AEA Investors, and all stockholders owning more than five (5%) of the Company’s outstanding Common Stock are subject to the same restrictions.

(b) The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 (including any Shelf Underwriting pursuant to Section 2.1(e)) or 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Common Stock or Common Stock Equivalent (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become

effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) days (or such shorter period to which the managing underwriter shall agree, but one hundred eighty days (180) days in the case of the IPO) shall have elapsed from the pricing date of such offering (in each case plus customary lockup extension periods as determined by the managing underwriter); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree.

(c) Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees not to sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent pursuant to Rule 144 or other private placement for a period of one (1) year following the Company’s IPO (the “Restricted Period”) except (i) for the avoidance of doubt, pursuant to a registered offering in accordance with the terms of this Agreement, (ii) if consented to in writing by AEA in its sole discretion, which consent may be provided on an individual basis with respect to any particular Holder, and (iii) any private Transfer (as defined in the Stockholders Agreement) to a Permitted Transferee of such Minority Investor.

2.8. No Required Sale . Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and may sell any of its Registrable Securities in any manner in compliance with applicable law (including pursuant to Rule 144) even if such shares are already included on an effective registration statement.

2.9. Indemnification .

(a) In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2, the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Participating Holder, its directors, officers, fiduciaries, employees, stockholders, members or general and limited partners (and the directors, officers, fiduciaries, employees, stockholders, members or general and limited partners thereof), each other Person who participates as a seller (and its directors, officers, fiduciaries, employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, fiduciary, managing director, agent, affiliate, consultant, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such seller or any such underwriter or Qualified Independent Underwriter and each director, officer, employee, stockholder, fiduciary, managing director, agent, affiliate, consultant, representative, successor, assign or partner of such controlling Person, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be

unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, “ Claims ”), insofar as such Claims arise out of, are based upon, relate to or are in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company or any underwriter to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to any action required of or inaction by the Company in connection with any such offering of Registrable Securities, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided , however , that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in strict conformity with written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such seller.

(b) Each Participating Holder (and, if the Company requires as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 2.1 or 2.2, any underwriter and Qualified Independent Underwriter, if any) shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.9) to the extent permitted by law the Company, its officers who signed the applicable registration statement and its directors, each Person controlling the Company within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders, fiduciaries, managing directors, agents, affiliates, consultants, representatives, successors, assigns or general and limited partners and respective controlling Persons with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives by or on behalf of such Participating Holder or underwriter or Qualified Independent Underwriter, if any, specifically for use therein, and each such Participating Holder,

underwriter or Qualified Independent Underwriter, if any, shall reimburse such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided , however , that the aggregate amount which any such Participating Holder shall be required to pay pursuant to this Section 2.9 (including pursuant to indemnity, contribution or otherwise) shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim; provided , further , that such Participating Holder shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith, such Participating Holder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto or free writing prospectus which corrected or made not misleading information previously furnished to the Company. The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to the Company for use in any such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto, or any free writing prospectus, are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by such Participating Holder and its Affiliates as disclosed in the section of such document entitled “Selling Stockholders” or “Principal and Selling Stockholders” or other documents thereof and (ii) the name and address of such Participating Holder. If any additional information about such Holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.

(c) Indemnification similar to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate modifications) shall be given by the Company and each Participating Holder with respect to any required registration or other qualification of securities under any applicable securities and state “blue sky” laws.

(d) Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9, except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 2. In case any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the

extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided , however , that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party which are not available to the indemnifying party or which may conflict with or be different from those available to another indemnified party with respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses therefor. No indemnifying party shall be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there be a final judgment for the plaintiff, such indemnifying party agrees to indemnify each indemnified party from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.9(a), (b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.9(e) were to be determined by pro rata allocation or by

any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.9(e) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.9(e) to contribute any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.9(b) and (c). In addition, no Holder of Registrable Securities or any Affiliate thereof shall be required to pay any amount under this Section 2.9(e) unless such Person or entity would have been required to pay an amount pursuant to Section 2.9(b) if it had been applicable in accordance with its terms.

(f) The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.

(g) The indemnification and contribution required by this Section 2.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

2.10. Limitations on Registration of Other Securities; Representation . From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding more than 50% of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are (i) more favorable taken as a whole than the registration rights granted to the Holders hereunder unless the Company shall also give such rights to such Holders or (ii) on parity with the registration rights granted to the Holders hereunder; provided, however, the prior written consent of an Investor Holder will be required prior to the Company entering into any such agreement with any such holder or prospective holder of any securities of the Company to the extent such agreement disproportionately adversely affects any such Investor Holder relative to the other Holders of Registrable Securities.

2.11. No Inconsistent Agreements . The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent in any material respects with the rights granted to the Holders in this Agreement.

Section 3. Underwritten Offerings .

3.1. Requested Underwritten Offerings . If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting

agreement shall (i) be satisfactory in form and substance to the Initiating Holders and the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements. Any Participating Holder shall be a party to such underwriting agreement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

3.2. Piggyback Underwritten Offerings . In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Section 4. General .

4.1. Adjustments Affecting Registrable Securities . The Company agrees that it shall not effect or permit to occur any combination or subdivision of shares of Common Stock which would adversely affect the ability of any Holder of any Registrable Securities to include such Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration. The Company agrees that it will take all reasonable steps necessary to effect a subdivision of shares of Common Stock if in the reasonable judgment of (a) the Majority Participating Holders or (b) the managing underwriter for the offering in respect of such Demand Registration Request, such subdivision would enhance the marketability of the Registrable Securities. Subject to the Stockholders Agreement (if in effect at the time), each Holder agrees to vote all of its shares of capital stock in a manner, and to take all other actions reasonably necessary, to permit the Company to carry out the intent

of the preceding sentence including, without limitation, voting in favor of an amendment to the Company’s organizational documents in order to increase the number of authorized shares of capital stock of the Company. In any event, the provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company, any successor or assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary or parent company of the Company which may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

4.2. Rule 144 and Rule 144A . If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“ Rule 144 ”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“ Rule 144A ”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

4.3. Nominees for Beneficial Owners . If Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement); provided , however , that the Company shall have received assurances reasonably satisfactory to it of such beneficial ownership.

4.4. Amendments and Waivers . Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Holder unless (i) such modification, amendment or waiver is approved in writing by the Company and the Holders holding a majority of the Registrable Securities then held by all Holders and (ii) each Additional Investor receives prior written notice prior to the effective date of such modification, amendment or waiver; provided, however, that any amendment, supplement or modification of this Agreement which disproportionately adversely affects any Holder shall not be effective without the prior written approval of such Holder. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver

of any other provision hereof (whether or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other or future exercise of any such right, power or privilege.

4.5. Notices . All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) if personally delivered, on the date of delivery, (ii) if delivered by express courier service of national standing (with charges prepaid), on the Business Day following the date of delivery to such courier service, (iii) if deposited in the United States mail, first-class postage prepaid, on the fifth (5 th ) Business Day following the date of such deposit, (iv) if delivered by facsimile transmission, upon confirmation of successful transmission, (x) on the date of such transmission, if such transmission is completed at or prior to 5:00 p.m., local time of the recipient party on a Business Day, on the date of such transmission, and (y) on the next Business Day following the date of transmission, if such transmission is completed after 5:00 p.m., local time of the recipient party, on the date of such transmission or is transmitted on a day that is not a Business Day, or (v) if via e-mail communication, on the date of delivery. All notices, demands and other communications hereunder shall be delivered as set forth below and to any other recipient at the address indicated on Schedule 4.5 hereto and to any subsequent holder of Stock subject to this Agreement at such address as indicated by the Company’s records, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

	if to the Company, to:

	GYP Holdings I Corp .
	c/o AEA Investors L.P.
	666 Fifth Avenue, 36th Floor
	New York, NY 10103
	Attention:	Barbara L. Burns
	Fax:	(212) 702-0518
	Email:	bburns@aeainvestors.com

	with a copy (which shall not constitute notice) to :

	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Telephone:	(212) 859-8000
	Fax:	(212) 859-4000
	Attention:	Christopher Ewan, Esq.
	Email:	christopher.ewan@friedfrank.com

	if to the AEA Investors, to:

	AEA Investors L.P.
	666 Fifth Avenue, 36th Floor
	New York, NY 10103

	Attention:	Barbara L. Burns
	Fax:	(212) 702-0518
	Email:	bburns@aeainvestors.com

	with a copy (which shall not constitute notice) to :

	Fried, Frank, Harris, Shriver & Jacobson LLP
	One New York Plaza
	New York, New York 10004
	Telephone:	(212) 859-8000
	Fax:	(212) 859-4000
	Attention:	Christopher Ewan, Esq.
	Email:	christopher.ewan@friedfrank.com

if to the Additional Investors or the Management Investors, to the address set forth opposite the name of such Additional Investor or Management Investor on Schedule 4.5 or such other address indicated in the records of the Company.

4.6. Successors and Assigns . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of the AEA Investors. Each Holder shall have the right to assign all or part of its or his rights and obligations under this Agreement only in accordance with transfers of Common Stock prior to an IPO and permitted under, and made in compliance with, the Stockholders Agreement to Permitted Transferees (as defined in the Stockholders Agreement). Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement. The parties hereto and their respective successors may assign their rights under this Agreement, in whole or in part, to any purchaser of shares of Registrable Securities held by them.

4.7. Entire Agreement . This Agreement, the Stockholders Agreement and the other documents referred to herein or delivered pursuant hereto which form part hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

4.8. Governing Law; Arbitration .

(a) This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

(b) Except as otherwise provided in this Agreement, any controversy or dispute arising out of this Agreement, the interpretation of any of the provisions hereof or the action or inaction of any Person hereunder shall be submitted to arbitration in New York, New York,

before the American Arbitration Association under the commercial arbitration rules of such Association. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award so obtained may be entered in any court having jurisdiction thereof. To the fullest extent permitted by law, no action at law or in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court by any party except: (i) an action to compel arbitration pursuant to this Section 4.8(b), (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section 4.8(b), or (iii) an action for injunctive relief when and if such relief is appropriate under the terms of this Agreement.

4.9. Interpretation; Construction .

(a) The table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

4.10. Counterparts . This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each of which shall be an original, but all of which together shall constitute one and the same agreement.

4.11. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

4.12. Remedies . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. All remedies,

either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

4.13. Further Assurances . Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

4.14. Confidentiality . Each Holder agrees that any non-public information which they may receive relating to the Company and its Subsidiaries (the “ Confidential Information ”) will be held strictly confidential and will not be disclosed by it to any Person without the express written permission of the Company; provided, however, that the Confidential Information may be disclosed (i) in the event of any compulsory legal process or compliance with any applicable law, subpoena or other legal process or in connection with any filings that the Holder may be required to make with any regulatory authority; provided, however, that in the event of compulsory legal process, unless prohibited by applicable law or that process, each Holder agrees (A) to give the AEA Investors and the Company prompt notice thereof and to cooperate with the Company and the AEA Investors in securing a protective order in the event of compulsory disclosure and (B) that any disclosure made pursuant to public filings will be subject to the prior reasonable review of the Company and the AEA Investors, (ii) to any foreign or domestic governmental or quasi-governmental regulatory authority, including without limitation, any stock exchange or other self-regulatory organization having jurisdiction over such party, (iii) to each Holder’s or its Affiliate’s, officers, directors, employees, partners, accountants, lawyers and other professional advisors for use relating solely to management of the investment or administrative purposes with respect to such Holder and (iv) to a proposed transferee of securities of the Company held by a Holder; provided, however, that the Holder informs the proposed transferee of the confidential nature of the information and the proposed transferee agrees in writing to comply with the restrictions in this Section 4.14 and delivers a copy of such writing to the Company.

4.15. IPO . To the extent that the Board of Directors of the Company elects to effect an initial public offering of the Company or substantially all of the business of the Company through a Subsidiary or parent company of GYP Holdings I Corp., the provisions of this Agreement shall be appropriately adjusted, and the Holders and the Company shall enter into such further agreements and arrangements as shall be reasonably necessary or appropriate to provide the Holders with substantially the same registration rights as they would have under this Agreement, giving due consideration to the nature of the entity going public and tax and other relevant considerations.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

	THE COMPANY:

	GYP HOLDINGS I CORP.

	By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

	AEA INVESTORS:

	AEA INVESTORS FUND V LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

	AEA INVESTORS FUND V-A LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

	AEA INVESTORS FUND V-B LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

	AEA INVESTORS PARTICIPANT FUND V LP

	By: AEA Investors PF V LLC, Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

	AEA INVESTORS QP PARTICIPANT FUND V LP

	By: AEA Investors PF V LLC, Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

	JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:	Director

[Signature Page to Registration Rights Agreement]

	JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:	Director

[Signature Page to Registration Rights Agreement]

	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:

[Signature Page to Registration Rights Agreement]

	MEDLEY PARTNERS 2S, L.P. – SERIES 2012:

	By:	/s/ Pascal Villiger
	Name:	Pascal Villiger
	Title:	Managing Director

[Signature Page to Registration Rights Agreement]

	ADDITIONAL INVESTORS:

	HW GMS LLC

	By:	/s/ H. Hiter Harris III
	Name:	H. Hiter Harris III
	Title:	Manager

[Signature Page to Registration Rights Agreement]

	FW RMB NANSEMOND INVESTORS, LLC

	By:	/s/ Jay H. Hebert
	Name:	Jay H. Hebert
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Alan Adams
	Name:	Alan Adams
	Title:	Individual

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ William C. Albin
	Name:	William C. Albin
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mike C. Anderson
	Name:	Mike C. Anderson
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Thomas William Arnett
	Name:	Thomas William Arnett
	Title:	General Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Steven Barker
	Name:	Steven Barker
	Title:	Chief Operating Officer

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Darrell Beckner
	Name:	Darrell Beckner
	Title:	Branch Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Bernard J. Beumer
	Name:	Bernard J. Beumer
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Brownlee
	Name:	Robert Brownlee
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	2009 G. MICHAEL CALLAHAN, JR. FAMILY TRUST

	By:	/s/ Joseph P. Callahan
	Name:	Joseph P. Callahan
	Title:	Trustee

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ G. Michael Callahan, Jr.
	Name:	G. Michael Callahan, Jr.
	Title:	President

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Reginald F. Clark
	Name:	Reginald F. Clark
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Clifton
	Name:	John Clifton
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Creason
	Name:	Robert Creason
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Bradley A. Crist
	Name:	Bradley A. Crist
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ David A. Whitcomb
	Name:	David A. Whitcomb
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael P. Donovan
	Name:	Michael P. Donovan
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Christopher Doyle
	Name:	Christopher Doyle
	Title:	Vice President, Operations

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ David P. Emanuel
	Name:	David P. Emanuel
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jerry Epton
	Name:	Jerry Epton
	Title:	General Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ William Farrell
	Name:	William Farrell
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Eric Fortin
	Name:	John Eric Fortin
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ James Timothy Galand
	Name:	James Timothy Galand
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Sharlie E. Gates
	Name:	Sharlie E. Gates
	Title:	Mgr. Recruiting/Event Planner

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	GERALD R. SWEET FAMILY TRUST

	By:	/s/ Gerald R. Sweet
	Name:	Gerald R. Sweet
	Title:	Trustee

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	GEORGE ALLAN RAY TRUST

	By:	/s/ George Allen Ray Trust
	Name:
	Title:	Trustee

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mike Hamel
	Name:	Mike Hamel
	Title:	Vice President

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Harwood
	Name:	Robert Harwood
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jack W. Hawkins
	Name:	Jack W. Hawkins
	Title:	Controller

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Stephen J. Hayden
	Name:	Stephen J. Hayden
	Title:	Controller

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert F. Henshaw
	Name:	Robert F. Henshaw
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	HUGHEY COWTOWN, LTD.

	By:	/s/ Robert W. Hughey
	Name:	Robert W. Hughey
	Title:	Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Johnny S. Brown
	Name:	Johnny S. Brown
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Scott Kromer
	Name:	Scott Kromer
	Title:	Regional Credit Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Steve Lewis
	Name:	Steve Lewis
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Darryl Little
	Name:	Darryl Little
	Title:	Director of Strategic Accounts

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Shawn MaGraw
	Name:	Shawn MaGraw
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Sonny Martin
	Name:	Sonny Martin
	Title:	Sales

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mark R. Mazza
	Name:	Mark R. Mazza
	Title:	VP, Purchasing

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Tom McComb
	Name:	Tom McComb
	Title:	Regional Operation Manager, Oregon GTS Interior Supply

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Cary S. McMichael
	Name:	Cary S. McMichael
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Edward B. McNally
	Name:	Edward B. McNally
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Brown
	Name:	Michael Brown
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Richard K. Mueller
	Name:	Richard K. Mueller
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Nail
	Name:	John Nail
	Title:	President, Cherokee Building Materials, Inc.

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ J. Bradley Nannen
	Name:	J. Bradley Nannen
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John T. O’Brien
	Name:	John T. O’Brien
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Dickie B. Porterfield
	Name:	Dickie B. Porterfield
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Ronald Andrew Printz
	Name:	Ronald Andrew Printz
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	PROBASCO FAMILY TRUST

	By:	/s/ Roger L. Probasco
	Name:	Roger L. Probasco
	Title:	Co-Trustee


	By:	/s/ Helen C. Probasco
	Name:	Helen C. Probasco
	Title:	Co-Trustee

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Richard B. Hughey
	Name:	Richard B. Hughey
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	RICHARD A. WHITCOMB REVOCABLE TRUST

	By:	/s/ Richard A. Whitcomb
	Name:	Richard A. Whitcomb
	Title:	Trustee

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Gary Rowan
	Name:	Gary Rowan
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Gerald Ruane
	Name:	Gerald Ruane
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Russell R. Hughey
	Name:	Russell R. Hughey
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ L. Edward Sayre
	Name:	L. Edward Sayre
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Smothers
	Name:	Michael Smothers
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jerry Speights
	Name:	Jerry Speights
	Title:	VP

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Ryan W. Stensland
	Name:	Ryan W. Stensland
	Title:	Regional Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Stephen H. Brown
	Name:	Stephen H. Brown
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Kenneth M. Sutton
	Name:	Kenneth M. Sutton
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Donald M. Taylor
	Name:	Donald M. Taylor
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	TOBY TERCERO TRUST

	By:	/s/ Toby Tercero
	Name:	Toby Tercero
	Title:	Executor

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Daniel Thomas
	Name:	Daniel Thomas
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Charles Thurmond
	Name:	Charles Thurmond
	Title:

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert G. Wade
	Name:	Robert G. Wade
	Title:	Manager

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert W. Hughey
	Name:	Robert W. Hughey
	Title:	President

[Signature Page to Registration Rights Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Weeks
	Name:	Michael Weeks
	Title:

[Signature Page to Registration Rights Agreement]

Notices

	Name	Address

1.	AEA Investors Fund V LP	c/o AEA Investors L.P. 666 Fifth Avenue, 36th Floor New York, NY 10103 Attention: Barbara Burns Fax: (212) 702-0518 Email: bburns@aeainvestors.com

2.	AEA Investors Fund V-A LP	c/o AEA Investors L.P. 666 Fifth Avenue, 36th Floor New York, NY 10103 Attention: Barbara Burns Fax: (212) 702-0518 Email: bburns@aeainvestors.com

3.	AEA Investors Fund V-B LP	c/o AEA Investors L.P. 666 Fifth Avenue, 36th Floor New York, NY 10103 Attention: Barbara Burns Fax: (212) 702-0518 Email: bburns@aeainvestors.com

4.	AEA Investors Participant Fund V LP	c/o AEA Investors L.P. 666 Fifth Avenue, 36th Floor New York, NY 10103 Attention: Barbara Burns Fax: (212) 702-0518 Email: bburns@aeainvestors.com

5.	AEA Investors QP Participant Fund V LP	c/o AEA Investors L.P. 666 Fifth Avenue, 36th Floor New York, NY 10103 Attention: Barbara Burns Fax: (212) 702-0518 Email: bburns@aeainvestors.com

6.	John Hancock Life & Health Insurance Company	c/o John Hancock Life & Health Insurance Company 197 Charendon Street Boston, MA 02116 Attention: Joshua A. Liebow Tel: (617) 572-5136 Email: JLiebow@jhancock.com

7.	John Hancock Life Insurance Company of New York	c/o John Hancock Life Insurance Company of New York 197 Charendon Street Boston, MA 02116 Attention: Joshua A. Liebow Tel: (617) 572-5136 Email: JLiebow@jhancock.com

8.	John Hancock Life Insurance Company (U.S.A.)	c/o John Hancock Life Insurance Company (U.S.A.) 197 Charendon Street Boston, MA 02116 Attention: Joshua A. Liebow Tel: (617) 572-5136 Email: JLiebow@jhancock.com

9.	HW GMS LLC	c/o HW GMS LLC 1001 Haxall Point, 9th Floor Richmond, VA 23219 Attention: Hiter Harris Tel: (804) 648-6072 Email: hharris@harriswilliams.com Fax: (804) 648-0073

10.	FW RMB Nansemond Investors, LLC	c/o FW RMB Nansemond Investors, LLC 201 Main Street, Suite 2600 Fort Worth, TX 76102 Attention: Jay H. Hebert Tel: (817) 338-2674 Email: bbarrett@bass-net.com Fax: (817) 390-8290

11.	Medley Partners 2S, L.P. – Series 2012	c/o Medley Partners 2S, L.P. – Series 2012 50 California Street, Suite 3350 San Francisco, CA 94111 Attention: Pascal Villiger Tel: (415) 375-8799 Email: pascal@medleyp.com Fax: (415) 956-2084

12.	Michael C. Anderson	2890 Shores Road Palmyra, VA 22963 Email: mikeandersongms@aol.com

13.	Cary S. McMichael	43340 Sugarbush Court, Leesburg, VA 20176 Email: cmcmichael@cbsi.net

14.	Bradley A. Crist	16260 River Bend Court, Williamsport, MD 21795 Email: bacrist@msn.com

15.	Daniel Thomas	5204 Belle Plains Drive, Centerville, VA 20120 Email: dthomas@cbsi.net

16.	Stephen H. Brown	64 English Run Circle Sparks, MD 21152 Email: sbrown@cbsi.net

17.	David A. Whitcomb	145 McGehee’s Trail, Eatonton, GA 31024 Email: daw@gms.com

18.	Charles Thurmond	3137 Castaway Lane, Atlanta GA 30341 Email: CThurmond@capmat.com

19.	J. Bradley Nannen	3445 Stilesboro Road NW, Kennesaw, GA 30152 Email: jbn@gms.com

20.	Probasco Family Trust u/a dated May 1, 1989, as amended	7620 San Diego Ave NE, Albuquerque, NM 87122 Email:rlprobasco@chaparralmaterials.com

21.	John T. O’Brien	3449 Lee Moore Road, Maiden, NC 28650 Email: jack@gms.com

22.	William Farrell	125 Burke Road, Carthage, NC 28327 Email: bfarrell@cmifay.com

23.	L. Edward Sayre	4000 New Yarmouth Way, Apex, NC 27502 Email: esayre@colonialmaterials.com

24.	Edward B. McNally	3107 Avenham Avenue, Roanoke, VA 24014 Email: emcnally@cbmi-va.com

25.	Gary Rowan	2917 Osceola Springs Road, Harrisonburg, VA 22801 Email: growan@cbmi-va.com

26.	Michael Weeks	6905 Hollytree Circle, Tyler, TX 75703 Email: mweeks@eastexmaterials.com

27.	Hughey Cowtown, LTD	1410 Danbury Drive, Mansfield, TX 76063 Email: rwh@gms.com

28.	Gerald R. Sweet Family Trust	4218 Coats Road, Zephyrhills, FL 33541 Email: grs@gms.com

29.	Donald M. Taylor	6697 S. Lyon Drive, Gilbert, AZ 85298 Email: don@gms.com

30.	John Clifton	3010 Meadow Circle, San Antonio, TX 78231 Email:johnc@hillcountrymaterials.com

31.	Mike Hamel	1253 North Hickory Creek Court, Wichita, KS 67235 Email: mike@pioneer.kscoxmail.com

32.	Robert Brownlee	2201 Dawns Pass, Knoxville, TN 37919 Email: robertb@rockytopmat.com

33.	Richard B. Hughey	6114 South Royal Point, Kingwood, TX 77345 Email: bhughey@tejasmaterials.com

34.	Sonny Martin	218 Treyburn Circle, Irmo, SC 29063 Email: sonnym@tuckercolumbia.com

35.	Jerry Epton	390 Blackberry Lane, Myrtle Beach, SC 29579 Email: jepton@tuckermaterials.net

36.	Steve Lewis	806 Encampment Court, Myrtle Beach, SC 29579 Email: slewis@tuckermaterials.net

37.	Kenneth M. Sutton	455 Averys Creek Road, Arden, NC 28704 Email:ksutton@tuckermaterialsinc.com

38.	Michael Smothers	2230 West Alta, Springfield, MO 65810 Email: mikes@wildcat.com

39.	Robert Harwood	43877 Sherando Court, Chantilly, VA 20152 Email: rharwood@cbsi.net

40.	Scott Kromer	4888 Autumn Glory Way Chantilly VA 20151 Email: skromer@cbsi.net

41.	Daniel Thomas	5204 Belle Plains Drive, Centerville, VA 20120 Email: dthomas@cbsi.net

42.	Darrell Beckner	1640 Wickland Court Bowling Green KY 42103 Email: darrell@vipgms.com

43.	Robert Creason	417 Frazier Avenue, Unit #401, Chattanooga, TN 37405 Email: robert@vipgms.com

44.	Stephen J. Hayden	8721 Aztec Road NE, Albuquerque, NM 87111 Email: tradens@juno.com

45.	John Eric Fortin	9208 Northridge Ave NE, Albuquerque, NM 87111 Email: efortin@chaparralmaterials.com

46.	David P. Emanuel	6745 Milpa Alta Road NE, Rio Rancho, NM 87144 Email: Dpe2185@gmail.com

47.	Toby Tercero Trust	2297 Paseo de Tercero, Santa Fe, NM 87507 Email:trtercero@chaparralmaterials.com

48.	John Nail	1513 West Ulysses, Broken Arrow, OK 74012 Email: jn@cherbmi.com

49.	Robert F. Henshaw	PO Box 4330, Cary, NC 27519 Email:robhenshaw@colonialmaterials.com

50.	Thomas William Arnett	26403 Hollow Stone Lane, Cypress, TX 77433 Email: tomarnett7@yahoo.com

51.	Russell R. Hughey	3917 Stonehenge Road, Ft. Worth, TX 76109 Email: russell@cowtownmaterials.com

52.	Shawn MaGraw	16506 NE 110th Street, Redmond, WA 98052 Email:smagraw@gtsinteriorsupply.com

53.	Ronald Andrew Printz	4516 S. 254th Street, Kent, WA 98032 Email: rprintz@gtsinteriorsupply.com

54.	Tom McComb	8135 SW Valley View Drive, Portland, OR 97225 Email:tmccomb@gtsinteriorsupply.com

55.	James Timothy Galand	501 South Florence Avenue, Sandpoint, ID 83864 Email: tgaland@gtsinteriorsupply.com

56.	Michael P. Donovan	4656 Dunover Circle, Dunwoody, GA 30360 Email: donovan@gms.com

57.	Reginald F. Clark	5500 Bahia Mar Circle, Stone Mountain, GA 30087 Email: frank@gms.com

58.	Bernard J. Beumer	950 Providence Drive, Lawrenceville, GA 30044 Email: bernie@gms.com

59.	Jack W. Hawkins	207 Edgewater Way, Peachtree City, GA 30269 Email: jack.hawkins@gms.com

60.	George Allan Ray Trust	2700 Paces Ferry Road, Unit #101, Atlanta, GA 30339 Email: allan.ray@gms.com

61.	Darryl Little	2940 Aldrich Drive, Cumming GA 30040 Email: darryl.little@gms.com

62.	Dickie B. Porterfield	1001 Muirfield Drive, Mansfield, TX 76063 Email:dbporterfield@longhornmaterials.com

63.	Ryan W. Stensland	965 South Clayton Way, Denver, CO 80209 Email:ryan@pioneermaterialswest.com

64.	Robert G. Wade	1561 S De Gaulle Way, Aurora, CO 80018 Email: gus@pioneermaterialswest.com

65.	William C. Albin	1120 East Powell Way, Chandler, AZ 85249 Email: bill@sunvalleysupply.com

66.	Gerald Ruane	2007 West Medina Drive, Mesa, AZ 85202 Email: geraldr@sunvalleysupply.com

67.	Michael Brown	11813 122nd Street Circle South, Hastings, MN 55033 Email:mrbrown@tamarackmaterials.com

68.	Johnny S. Brown	1269 Cherokee Road, Pelzer SC 29669 Email: scottb@tuckergrn.com

69.	Sharlie E. Gates	2995 Boles Farm Lane, Duluth GA 30096 Email: sharlie@gms.com

70.	Alan Adams	5931 Heritage Lane, Stone Mountain, GA 30087 Email: alan@gms.com

71.	Steven Barker	6598 Gaines Ferry Road, Flowery Branch, GA 30542 Email: steve.barker@gms.com

72.	Jerry Speights	10515 Creek Meadow Drive, Oklahoma City, OK 73151 Email: jspeights@gms.com

73.	Mark R. Mazza	5714 James Walk Court, Stone Mountain, GA 30087 Email: rus@gms.com

74.	Robert W. Hughey	1410 Danbury Drive, Mansfield, TX 76063 Email: rwh@gms.com

75.	Christopher Doyle	29 Off Shore, Hilton Head Island, SC 29928 Email: cdoyle@gms.com

76.	G. Michael Callahan, Jr.	4439 East Brookhaven Drive, Atlanta, GA 30319 Email: gmcallahan@gms.com

77.	2009 G. Michael Callahan, Jr Family Trust	2370 Nesbitt Drive Atlanta, Georgia 30319 Attention: Joseph P. Callahan

78.	Richard A. Whitcomb	2787 Hawthorne Drive NE Atlanta, GA 30345 c/o Lawrence H. Freiman, Esq. Menden Freiman LLP 2 Ravinia Drive, Suite 1200 Atlanta, GA 30346

79.	Richard A. Whitcomb Revocable Trust	2787 Hawthorne Drive NE Atlanta, GA 30345 Attention: Richard A. Whitcomb c/o Lawrence H. Freiman, Esq. Menden Freiman LLP 2 Ravinia Drive, Suite 1200 Atlanta, GA 30346

80.	Richard K. Mueller	The Wakefield 2724 Peachtree Road, NW Unit 901 Atlanta GA 30305

Exhibit 10.4

EXECUTION VERSION

STOCKHOLDERS’ AGREEMENT

among

GYP HOLDINGS I CORP.,

THE AEA INVESTORS,

MANAGEMENT INVESTORS

and

ADDITIONAL INVESTORS

Dated as of April 1 , 2014

TABLE OF CONTENTS

I.	INTRODUCTORY MATTERS		1

	1.1.	Defined Terms	1

	1.2.	Construction	7

II.	TRANSFERS		7

	2.1.	Limitations on Transfer	7

	2.2.	Certain Permitted Transfers	8

	2.3.	Tag-Along Rights	8

	2.4.	Drag Along Rights	10

	2.5.	Participation Right	12

III.	REGISTRATION RIGHTS AGREEMENT		13

IV.	PURCHASE OF MINORITY SHARES UPON TERMINATION DATE		13

	4.1.	Purchase of Minority Shares from Management Investors Upon Termination of Employment	13

	4.2.	Purchase Price for Minority Shares	15

V.	CERTAIN OTHER AGREEMENTS		16

	5.1.	Certain Transactions	16

	5.2.	Mergers, Etc	16

	5.3.	Board of Directors; Books and Records	16

	5.4.	Corporate Opportunities	17

	5.5.	Management Investors Limited Consent	18

	5.6.	Capitalization	18

VI.	MISCELLANEOUS		19

	6.1.	Additional Securities Subject to Agreement	19

	6.2.	Term	19

	6.3.	Notices	19

	6.4.	Further Assurances	19

	6.5.	Non-Assignability	19

	6.6.	Amendment, Waiver	19

	6.7.	Third Parties	20

	6.8.	Governing Law	20

	6.9.	Specific Performance	20

	6.10.	Entire Agreement	20

	6.11.	Titles and Headings	20

6.12.	Severability	20

6.13.	Counterparts	20

6.14.	Additional Management Investors	20

6.15.	Stock Certificates	21

STOCKHOLDERS’ AGREEMENT, dated as of April 1, 2014 (this “ Agreement ”), among (i) GYP Holdings I Corp., a Delaware corporation (the “ Company ”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “ Management Investors ”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “ Additional Investors ”; and collectively with the Management Investors and each Person who executes an Assumption Agreement and falls under clause (x)(i) of the definition of Assumption Agreement, the “ Minority Investors ”).

RECITALS

A. GYP Holdings III Corp. (“ GYP III ”), an indirect wholly owned subsidiary of the Company, Gypsum Management and Supply Inc. (“ GMS ”) and the Sellers (as defined in the Purchase Agreement) are parties to that certain Stock Purchase Agreement, dated as of February 11, 2014 (as amended, modified or supplemented from time to time, the “ Purchase Agreement ”), pursuant to which, GYP III will acquire all of the outstanding capital stock of GMS, and following the Closing (as defined in the Purchase Agreement) the Company and its Affiliates will own the business of GMS and its subsidiaries, namely the distribution of wallboard and acoustical products, together with metal framing, insulation, ready mix joint compound and related interior construction products and services (the “ Business ”).

B. The AEA Investors hold a majority of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”), the Minority Investors hold the remainder of the outstanding shares of the Company Common Stock and the Company has no other capital stock outstanding as of the date hereof.

C. The Company, the AEA Investors and the Minority Investors desire to enter into this Agreement on the terms and conditions set forth herein to provide for certain matters relating to their respective holdings of Company Common Stock.

I. INTRODUCTORY MATTERS

1.1. Defined Terms . The following terms have the following meanings when used herein with initial capital letters:

“ Additional Investors ” shall have the meaning set forth in the preamble of this Agreement.

“ AEA ” means AEA Investors LP, a Delaware limited partnership.

“ AEA Investors ” means the following Persons, which as of the date of determination, hold Company Common Stock: (i) AEA Investors Fund V LP, a Cayman Islands exempted limited partnership, (ii) AEA Investors Fund V-A LP, a Delaware limited partnership, (iii) AEA Investors Fund V-B LP, a Delaware limited partnership, (iv) AEA Investors Participant Fund V LP, a Delaware limited partnership, (v) AEA Investors QP Participant Fund V LP, a Delaware limited partnership, and (vi) any

general or limited partnership, corporation or limited liability company having as a general partner, controlling equity holder or managing member (whether directly or indirectly) a Person who is a member of AEA or an Affiliate of any such Person, and (vii) any successor or permitted assign or transferee of any of the foregoing.

“ AEA Sale ” shall have the meaning set forth in Section 2.3(a).

“ Affiliate ” means, with respect to any Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.

“ Agreement ” shall have the meaning set forth in the preamble of this Agreement.

“ Assumption Agreement ” means a writing reasonably satisfactory in form and substance to the Company whereby a transferee of shares of Company Common Stock becomes a party to, and agrees to be bound, to the same extent as its transferor, by the terms of this Agreement (i.e., (x)(i) if the transferor of such shares was a Minority Investor, such transferee will be subject to the same rights and obligations as the Minority Investor who transferred such shares unless (ii) the transfer occurred pursuant to Section 2.3 or 2.5, in which case such transferee will be subject to the same rights and obligations as an AEA Investor and (y) if the transferor of such shares was an AEA Investor, such transferee will be subject to the same rights and obligations of an AEA Investor).

“ Board ” means the Board of Directors of the Company.

“ Breaching Drag-Along Stockholder ” shall have the meaning set forth in Section 2.4(c).

“ Business ” shall have the meaning set forth in the preamble of this Agreement.

“ Business Day ” a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Cause ” means, (i) if a Management Investor is a party to an employment or a severance agreement with the Company or one of its subsidiaries, the occurrence of any circumstances defined as “Cause” in such employment or severance agreement or (ii) if a Management Investor is not a party to an employment or severance agreement with the Company or one of its subsidiaries, (A) the Management Investor’s indictment for, or conviction or entry of a plea of guilty or nolo contendere to (1) any felony or (2) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, whether of the United States or any state thereof or any similar foreign law to which the Management Investor may be subject, (B) the Management Investor’s being or having been engaged in conduct constituting a breach of fiduciary duty, willful misconduct or negligence relating to the Company or any of its subsidiaries or the performance of the Management Investor’s duties, (C) the Management Investor’s willful failure to (1) follow a reasonable and lawful directive of the Company or of, the subsidiary of the Company at which he or she is employed or provides services, or the

Board, or (2) comply with any written rules, regulations, policies or procedures of the Company or a subsidiary of the Company at which he or he is employed or to which he or she provides services which, if not complied with, would reasonably be expected to have more than a de minimis adverse effect on the business or financial condition of the Company, (D) the Management Investor’s material violation of any agreement, contract or understanding with the Company and/or its subsidiaries to which the Management Investor is a party, or (E) the Management Investor’s deliberate and continued failure to perform his or her material duties to the Company or any of its subsidiaries. Notwithstanding the foregoing, the events described in clauses (A) through (E) of this definition shall constitute Cause only if the Company provides the Management Investor with notice within thirty (30) days after the Company’s initial knowledge of the events or circumstances that the Company believes constitute Cause and the Management Investor fails to cure such event or circumstance within thirty (30) days after receipt from the Company of such notice. For purposes of this definition, no act, or failure to act, on the part of the Management Investor shall be considered “willful” unless it is done, or omitted to be done, by the Management Investor in bad faith or without reasonable belief that the Management Investor’s action or omission was in the best interests of the Company.

“ Call Notice ” shall have the meaning set forth in Section 4.1(a).

“ Call Option ” shall have the meaning set forth in Section 4.1(a).

“ Call Period ” shall have the meaning set forth in Section 4.1(a).

“ Company ” shall have the meaning set forth in the preamble of this Agreement.

“ Company Common Stock ” shall have the meaning set forth in the preamble of this Agreement.

“ Credit Agreement ” shall have the meaning set forth in Section 5.3(d).

“ Disability ” means (i) if a Management Investor is a party to an employment or a severance agreement with the Company or one of its subsidiaries, the occurrence of any circumstances defined as “Disability” in such employment or severance agreement if such term is defined or (ii) if a Management Investor is not a party to an employment or severance agreement with the Company or one of its subsidiaries or the Management Investor’s employment or severance agreement does not define “Disability,” permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time to time. A determination of Disability may be made by a physician selected or approved by the Board and, in this respect, the Management Investor shall submit to any reasonable examination(s) required by such physician upon request.

“ Drag-Along Proxy Holder ” shall have the meaning set forth in Section 2.4(c).

“ Dragging Parties ” shall have the meaning set forth in Section 2.4(a).

“ Equity Securities ” means any (i) capital stock of any class or series, (ii) options, warrants or other securities convertible into or exercisable or exchangeable for such capital stock, (iii) options, warrants or other securities convertible into or exercisable or exchangeable for such securities described in clause (ii), or (iv) any other rights to acquire, directly or indirectly, such capital stock.

“ Fair Market Value ” of a share of Company Common Stock on any date shall mean a value determined in good faith by the Board that reflects the equity value of the Company assuming a total sale of the Company (including its goodwill) in an arm’s length transaction for fair market value and shall not include any discounts (however named) to reflect the fact that the shares of Company Common Stock subject to any such determination represent a minority interest in the Company or are individually illiquid. Notwithstanding the foregoing, with respect to any Management Investor who has acquired as of the date of this Agreement, shares of Company Common Stock with an aggregate cost or exchange value on the date hereof of at least $1,500,000 (an “ Initial Investor ”), if within 30 days of an Initial Investor’s receipt of the Board’s determination of Fair Market Value, the Initial Investor delivers to the Company a statement setting forth such Initial Investor’s disagreement with such valuation by the Board and setting forth the Initial Investor’s proposed Fair Market Value (as may be revised by the Initial Investor at any time during the Negotiation Period, the “ Dispute Notice ”), the Initial Investor and the Board will discuss in good faith the calculation of, and possible revision to, the Fair Market Value during the 30 day period (the “ Negotiation Period ”) following the Board’s receipt of the Dispute Notice. If the Initial Investor and the Board are unable to reach an agreement as to the Fair Market Value within the Negotiation Period, then the Company and the Initial Investor will within 30 days following the final day of the Negotiation Period engage a nationally recognized investment bank with experience valuing businesses similar to the Business, who is mutually acceptable to the Board and the Initial Investor, and who is independent of each of the parties (the “ Auditor ”), to resolve such dispute. The Auditor shall promptly be provided with (i) a copy of this Agreement, (ii) supporting detail prepared by the Board in making its determination, (iii) the Dispute Notice and related supporting detail accompanying such Dispute Notice prepared by the Initial Investor, and (iv) any information reasonably requested by the Auditor as necessary or appropriate in resolving such dispute. The Auditor shall review such statements and, within thirty (30) days of its appointment, shall deliver its determination of Fair Market Value, which absent a court’s finding of fraud or manifest error, shall be binding upon the parties; provided , that the Auditor shall not be permitted or authorized to determine a Fair Market Value that is less than the Fair Market Value determined by the Board or greater than the Fair Market Value proposed by the Initial Investor in the Dispute Notice. The fees and expenses of the Auditor shall be borne by the Company, on the one hand, and the Initial Investor, on the other hand, based on the percentage determined by dividing the difference between the Board’s determination of Fair Market Value, on the one hand, and the Initial Investor’s proposed Fair Market Value, on the other hand, and the Auditor’s determination of Fair Market Value, by the aggregate difference between their respective proposed Fair Market Values.

“ GMS Founder Group ” means, together as a group, the following Additional Investors: Richard A. Whitcomb Revocable Trust, Richard K. Mueller and their respective Permitted Transferees.

“ IPO ” means the initial bona fide underwritten public offering and sale of Company Common Stock (or other Equity Securities of the Company or any subsidiary of the Company, or of any successor of the Company or any of its subsidiaries) pursuant to an effective registration statement (other than on Form S-4, S-8 or a comparable form) filed under the Securities Act.

“ Issuance ” shall have the meaning set forth in Section 2.6.

“ Legend ” shall have the meaning set forth in Section 2.1(d).

“ Management Agreement ” means the Management Agreement, dated as of the date hereof between the Company and AEA.

“ Management Investors ” shall have the meaning set forth in the preamble to this Agreement; provided that, solely for purposes of Section 5.5, the term Management Investors shall include the Stockholders that belong to the GMS Founder Group.

“ Minority Investors ” shall have the meaning set forth in the preamble to this Agreement.

“ Minority Shares ” shall mean, with respect to the Call Option exercisable pursuant to Article IV, all shares of Company Common Stock issued to or held by, the applicable Management Investor (or Permitted Transferee thereof), including, without limitation, all shares of Company Common Stock purchased by such Management Investor for cash or issued upon conversion of convertible securities, upon exercise of stock options, by way of a stock dividend or stock sold or in connection with any conversion, merger, consolidation, recapitalization or other reorganization affecting the Company Common Stock. Minority Shares will continue to be Minority Shares in the hands of any transferee other than the Company or the AEA Investors.

“ Option Notice ” shall have the meaning set forth in Section 2.5(a).

“ Original AEA Investors” shall mean the (a) Persons described in clauses (i) through (vi) of the definition of AEA Investors, and (b) to the extent applicable, a successor or assign of all or substantially all of the business of AEA.

“ Permitted Transferee ” means any Person to whom shares of Company Common Stock are Transferred in a Transfer in accordance with Section 2.2 and not in violation of this Agreement and who is required to, and does, enter into an Assumption Agreement, and includes any Person to whom a Permitted Transferee of a Minority Investor (or a Permitted Transferee of a Permitted Transferee) so further Transfers shares of Company Common Stock and who is required to, and does, execute and deliver to the Company and the AEA Investors an Assumption Agreement.

“ Person ” means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust, incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

“ Proposed Transferee ” shall have the meaning set forth in Section 2.3(a).

“ Purchase Agreement ” shall have the meaning set forth in the preamble of this Agreement.

“ Registration Rights Agreement ” shall have the meaning set forth in Article III.

“ Right ” shall have the meaning set forth in Section 2.5.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Significant Stockholder ” means (i) each Stockholder who holds at least 20% of the outstanding Company Common Stock, and (ii) each member of the GMS Founder Group as long as the GMS Founder Group holds at least 75% of the aggregate Company Common Stock held by the GMS Founder Group on the date hereof.

“ Stockholders ” means each of the holders of Company Common Stock who are parties to this Agreement or an Assumption Agreement.

“ Tagging Stockholder ” shall have the meaning set forth in Section 2.3(a).

“ Termination Date ” shall have the meaning set forth in Section 4.1(a).

“ Third Party ” shall have the meaning set forth in Section 2.4(a).

“ Third Party Offer ” shall have the meaning set forth in Section 2.4(a).

“ Threshold Amount ” means (i) with respect to the period ending six (6) months after the date hereof, ten percent (10%) of the Company Common Stock held by the AEA Investors on the date hereof, and (ii) with respect to any time thereafter, five percent (5%) of the Company Common Stock held by the AEA Investors on the date hereof, provided, however, that no Transfer beneath the Threshold Amount during the period described in the foregoing clause (i) shall be considered in determining whether any Transfer meets the Threshold Amount for purposes of clause (ii).

“ Transfer ” means a transfer, sale, assignment, donation, contribution, pledge, hypothecation, encumbrance or other disposition (including, without limitation, by operation of law), whether directly or indirectly, pursuant to the creation of a derivative security, the grant of an option or other right.

“ VCOC Fund ” shall have the meaning set forth in Section 5.3(a).

1.2. Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

II. TRANSFERS

2.1. Limitations on Transfer .

(a) Each Stockholder hereby agrees that it will not, directly or indirectly, Transfer any shares of Company Common Stock unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or (ii) if requested by the Company, such Stockholder shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

(b) (i) Prior to an IPO, no Minority Investor may Transfer any shares of Company Common Stock other than pursuant to Sections 2.2, 2.3 or 2.4.

(ii) Prior to an IPO, no AEA Investor may Transfer any shares of Company Common Stock in a transaction subject to Section 2.3 unless Section 2.3 is complied with.

(c) In the event of any purported Transfer by any of the Stockholders of any shares of Company Common Stock in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer.

(d) Each certificate representing shares of Company Common Stock issued to the Stockholders will bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement, the “ Legend ”):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE “BLUE SKY” LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH STATE LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL

RESTRICTIONS ON TRANSFER, AND CERTAIN OTHER AGREEMENTS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT, DATED AS OF APRIL 1, 2014, BY THE COMPANY AND THE PARTIES THERETO, A COPY OF WHICH MAY BE OBTAINED BY THE STOCKHOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

The Company shall imprint such Legend on certificates evidencing outstanding Company Common Stock.

2.2. Certain Permitted Transfers . Notwithstanding any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the shares of Company Common Stock held by it (i) to any of its Affiliates, (ii) to in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, to the beneficiaries of such transferor, (iv) in the case of any transferor who is an individual, to such transferor’s current or former spouse or direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, a charitable remainder trust, trust, corporation, limited liability company or partnership, in any such case (as applicable), the beneficiaries, stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s current or former spouse and/or such transferor’s direct lineal descendants (including adopted direct lineal descendants or surviving spouses (whether or not remarried) of deceased direct lineal descendants) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding shares of Company Common Stock, (v) if such Transfer is approved by the Board, or (vi) in accordance with Section 2.4 or Section 4.1 hereof; provided, however, that in the case of clauses (i) through (v) of this Section 2.2, (x) the Minority Investor making the Transfer must first give the Company at least ten (10) Business Days’ prior written notice of such Transfer, which notice must include the name and address of the proposed transferee and the number of shares of Company Common Stock to be Transferred, (y) any such transferee duly executes and delivers an Assumption Agreement, and (z) if requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

2.3. Tag-Along Rights .

(a) So long as this Agreement remains in effect, with respect to any proposed Transfer by the AEA Investors of shares of Company Common Stock to any Person or Persons other than an Affiliate of AEA or another Original AEA Investor (other than in an IPO, which shall be subject to the Registration Rights Agreement contemplated in Article III hereof), whether pursuant to a stock sale, merger, consolidation, a tender or exchange offer or any other transaction that, combined with all prior Transfers by the AEA Investors, exceeds the applicable Threshold Amount (any such transaction, an “ AEA Sale ”), the AEA Investors will have the

obligation, and each of the Minority Investors will have the right, to require the proposed transferee or acquiring Person (a “ Proposed Transferee ”) to purchase from each of the Minority Investors who exercises its rights under Section 2.3(b) (a “ Tagging Stockholder ”), a number of shares of Company Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of outstanding shares of Company Common Stock owned by such Tagging Stockholder by (B) the aggregate number of outstanding shares of Company Common Stock and (ii) the total number of shares of Company Common Stock proposed to be Transferred to the Proposed Transferee by the AEA Investors in the contemplated AEA Sale, at the same price per share and upon substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid by and given to the AEA Investors. In order to be entitled to exercise its right to sell shares of Company Common Stock to the Proposed Transferee pursuant to this Section 2.3, each Tagging Stockholder must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than the AEA Investors’ or other Tagging Stockholders’ ownership of Company Common Stock) and agreements as the AEA Investors agree to make in connection with the AEA Sale and only such representations and warranties (and related indemnification) as to its ownership of its Company Common Stock as are given by the AEA Investors with respect to their respective ownership of Company Common Stock; provided, however, that all such covenants, indemnities and agreements shall be made by the Tagging Stockholders severally and not jointly and that the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of shares Transferred by each of the AEA Investors and the Tagging Stockholders and are limited to the lesser of (X) the net proceeds actually received by such Tagging Stockholder for such Transferred shares and (Y) such Tagging Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the AEA Sale. Each Tagging Stockholder will be responsible for its proportionate share of the reasonable out-of-pocket costs incurred by the AEA Investors in connection with the AEA Sale, to the extent not paid or reimbursed by the Company or the Proposed Transferee.

(b) The AEA Investors will give notice to each Minority Investor of each proposed AEA Sale at least ten (10) Business days prior to the proposed consummation of such AEA Sale, setting forth the number of shares of Company Common Stock proposed to be so Transferred, the name and address of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the AEA Investors will provide such information, to the extent reasonably available to the AEA Investors, relating to such consideration as the Minority Investor may reasonably request in order to evaluate such non-cash consideration) and other terms and conditions of payment offered by the Proposed Transferee. The tag-along rights provided by this Section 2.3 must be exercised by each Minority Investor within ten (10) Business Days following receipt of the notice required by the preceding sentence by delivery of an irrevocable written notice to the AEA Investors (with a copy to the Company) indicating such Minority Investor’s exercise of its, her or his rights and specifying the maximum number of shares of Company Common Stock it, she or he desires to sell. Each Tagging Stockholder will be entitled under this Section 2.3 to Transfer to the Proposed Transferee the number of shares of Company Common Stock determined in accordance with Section 2.3(a).

(c) If any Tagging Stockholder exercises its, her or his rights under Section 2.3(a), the closing of the purchase of the Company Common Stock with respect to which such rights have been exercised is subject to, and will take place concurrently with, the closing of the AEA Sale. If the closing of the AEA Sale does not occur within ninety (90) days after the Minority Investors’ receipt of written notice of such AEA Sale pursuant to Section 2.3(b), such AEA Sale may not be consummated without the AEA Investors again fully complying with the requirements of this Section 2.3.

(d) The requirements of this Section 2.3 shall not apply to (i) Transfers by any AEA Investor to any Affiliate of any AEA Investor or any director or officer of the Company or (ii) any Transfer of Company Common Stock required to be made by a Stockholder pursuant to the Drag-Along rights set forth in Section 2.4 hereof. The requirements of this Section 2.3 are in addition to, and not in limitation of, any other restrictions on Transfers of Company Common Stock contained in this Agreement.

(e) If a Minority Investor exercises its rights as a Tagging Stockholder under this Section 2.3, such Minority Investor shall use commercially reasonable efforts to secure any governmental authorization required to be obtained by such Minority Investor and shall provide any information which may be needed from such Minority Investor in connection therewith, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are necessary or appropriate in order to consummate the AEA Sale.

2.4. Drag Along Rights .

(a) So long as the AEA Investors hold at least fifty percent (50%) of the Company Common Stock held by the AEA Investors on the date hereof, if the AEA Investors (the “ Dragging Parties ”) receive a bona fide offer from a Person other than a Stockholder or an Affiliate of a Stockholder (a “ Third Party ”) to purchase (other than in an IPO) at least 90% of the shares of Company Common Stock held, in the aggregate, by the AEA Investors (a “ Third Party Offer ”) and such Third Party Offer is accepted by the Dragging Parties, then each of the other Stockholders hereby agrees that, if requested by the Dragging Parties, it will Transfer to such Third Party on substantially the same terms and conditions (including, without limitation, time of payment and form of consideration) as to be paid and given to the Dragging Parties, the number of shares of Company Common Stock equal to the number of shares of Company Common Stock owned by it multiplied by the percentage of the then outstanding aggregate shares of Company Common Stock to which the Third Party Offer is applicable.

(b) The Dragging Parties will give notice (the “ Drag-Along Notice ”) to each of the other Stockholders of any proposed Transfer giving rise to the rights of the Dragging Parties set forth in Section 2.4(a) as soon as reasonably practicable following the acceptance of the offer referred to in Section 2.4(a). The Drag-Along Notice will set forth the number of shares of Company Common Stock proposed to be so Transferred, the name of the Proposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Parties will provide such information, to the extent reasonably available to the Dragging Parties, relating to

such consideration as the other Stockholders may reasonably request in order to evaluate such non-cash consideration), the number of shares of Company Common Stock sought and the other terms and conditions of the offer. The Dragging Parties will notify the other Stockholders at least ten (10) Business days in advance of the closing of the sale of shares to the Third Party. In any such agreement, such other Stockholders will be required (i) to make or agree to the same covenants, indemnities (with respect to all matters other than the Dragging Parties’ or other Stockholders’ ownership of Company Common Stock) and agreements as the Dragging Parties so long as such covenants, indemnities and agreements are made severally and not jointly and the liabilities thereunder (other than with respect to the ownership of each Stockholder’s shares being transferred, which shall be several obligations) are borne on a pro rata basis based on the number of shares Transferred by each Stockholder and are limited to the lesser of (A) the net proceeds actually received by such Stockholder for such Transferred shares and (B) such Stockholder’s pro rata share of any “cap” on indemnification obligations of the Stockholders selling shares of Company Common Stock in the sale to the Third Party, (ii) to make representations and warranties (and provide related indemnification) only as to their respective ownership of Company Common Stock as are given by the Dragging Parties with respect to such party’s ownership of Company Common Stock, (iii) otherwise take all necessary action, including, without limitation, to the extent applicable, expressly waiving any dissenter’s rights or rights of appraisal or similar rights, surrendering certificates, cooperating in obtaining any applicable governmental authorization(s) and otherwise as reasonably required to assist the Dragging Parties in the consummation of such Third Party Offer and (iv) to pay their proportionate share of the reasonable costs incurred for the benefit of all Stockholders in connection with such transaction to the extent not paid or reimbursed by the Company or the transferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within one hundred twenty (120) days from the date of the Drag-Along Notice, the Dragging Parties must deliver another Drag-Along Notice in order to exercise their rights under this Section 2.4 with respect to such Transfer or any other Transfer.

(c) Notwithstanding anything in this Agreement to the contrary, upon receipt of the Drag-Along Notice, each other Stockholder shall be obligated to vote his, her or its shares of Company Common Stock, if applicable, in favor of such Third Party Offer at any meeting of holders of Company Common Stock called to vote on or approve such Third Party Offer (or any written consent solicited for such purpose). Solely for purposes of this Section 2.4(c) and in order to secure the performance of each Stockholder’s obligations under this Section 2.4(c), each Stockholder hereby irrevocably appoints each other Stockholder that qualifies as a Drag-Along Proxy Holder (as defined below) the attorney-in-fact and proxy of such Stockholder (with full power of substitution) to vote or provide a written consent with respect to its Company Common Stock as described in this paragraph if, and only in the event that, such Stockholder fails to vote or provide a written consent with respect to his, her or its Company Common Stock in accordance with the terms of this Section 2.4(c) (each such Stockholder, a “ Breaching Drag-Along Stockholder ”) within three days of a request for such vote or written consent. Upon such failure, the Dragging Parties shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Stockholder’s Company Common Stock for the purposes of taking the actions required by this Section 2.4(c) (such Dragging Parties, a “ Drag-Along Proxy Holder ”). Each Stockholder intends this proxy to be, and it shall be, irrevocable and coupled with an interest, and each Stockholder will take such

further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by it with respect to the matters set forth in Section 2.4(c) with respect to the Company Common Stock owned by such Stockholder. Notwithstanding the foregoing, the conditional proxy granted by this Section 2.4(c) shall be deemed to be revoked upon the termination of this Section 2.4 in accordance with this Agreement.

(d) If a Minority Investor is required to Transfer any of its shares in accordance with this Section 2.4, such Minority Investor shall use commercially reasonable efforts to secure any governmental authorization required to be obtained by such Minority Investor and shall provide any information which may be needed from such Minority Investor in connection therewith, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are necessary or appropriate in order to consummate the Third Party Offer.

2.5. Participation Right .

(a) The Company shall not issue (an “ Issuance ”) additional shares of Company Common Stock or other Equity Securities to any Person (other than (i) shares or other securities issued upon the exchange, exercise or conversion of options, warrants, convertible stock, rights, calls or other securities exchangeable or exercisable for or convertible into such class of shares or other securities in accordance with the terms thereof, (ii) shares or other securities issued in connection with any stock split, stock dividend or other similar recapitalization of the Company, (iii) shares or other securities issued by the Company pursuant to the acquisition of another corporation, partnership or other business or entity or a material portion of the assets thereof, by merger, purchase of assets or otherwise pursuant to a plan, agreement or other arrangement approved by the Board; provided, however, that if such corporation, partnership or other business or entity is an Affiliate of the Company or the AEA Investors, such acquisition is made on an arms-length basis as determined by the Board in good faith, (iv) shares or other securities issued to employees, officers or directors of the Company; provided, however, that such Issuances are approved by the Board or a committee thereof or (v) shares or other securities issued in connection with an IPO), unless, prior to such Issuance, the Company notifies each Stockholder party hereto in writing (the “ Offer Notice ”) of the proposed Issuance and grants to each such Stockholder or, at such Stockholder’s election, one of its Affiliates the right (the “ Right ”) to subscribe for and purchase such additional shares of Company Common Stock or units of other Equity Securities to be issued in the proposed Issuance at the same price and upon the same terms and conditions (including, in the event such securities are issued as a unit together with other securities, the purchase of such other securities) to be issued in the proposed Issuance such that, immediately after giving effect to the Issuance and exercise of the Right (including, for purposes of this calculation, the issuance of shares of Company Common Stock upon conversion, exchange or exercise of any other Equity Securities issued in the Issuance or subject to the Right), the shares of Company Common Stock beneficially owned by such Stockholder and its Affiliates on a fully diluted basis (rounded to the nearest whole share) shall represent the same percentage of the aggregate number of shares of Company Common Stock outstanding on a fully diluted basis as were beneficially owned by such Stockholder and its Affiliates immediately prior to the Issuance.

(b) The Right may be exercised by each Stockholder party hereto or its Affiliates at any time by written notice to the Company received by the Company within 15 Business Days after receipt of the Offer Notice from the Company of the proposed Issuance, and the closing of the purchase and sale pursuant to the exercise of the right shall occur at least 30 days after the giving of the Offer Notice of the proposed Issuance by the Company. Notwithstanding the foregoing, the Right shall not apply to any Issuance, pro rata, to all holders of Company Common Stock. Notwithstanding anything herein to the contrary, a Minority Investor shall be permitted to assign its Right to another Minority Investor.

(c) If all Equity Securities referred to in the Offer Notice are not elected to be purchased by the Stockholders pursuant to Section 2.6(b), the Company may, during the 90 day period following the expiration of the 15 Business Day period described in Section 2.6(b), offer the remaining unsubscribed portion of such Equity Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of such remaining Equity Securities within such period, the Company must deliver another Offer Notice to the Stockholders and re-comply with the provisions of this Section 2.6 prior to any issuance of Equity Securities.

(d) Notwithstanding the other provisions of this Section 2.5, if the Board reasonably determines that there is a need of the Company to issue securities of the Company that would otherwise be required to be offered to the Stockholders to exercise the Right under this Section 2.5 prior to such Issuance, the Company may issue such securities without first complying with this Section 2.5; provided, however, that within thirty (30) days after such Issuance, the Company offers each Stockholder the opportunity to purchase such number of securities that such Stockholder would have been entitled to purchase pursuant to the Right of Section 2.5 by sending written notice to the Stockholders. In the event of an offer made by the Company pursuant to this Section 2.5(d), the timing and procedures for the exercise and consummation of such offer shall be the same as those set forth in Section 2.5(b), with appropriate modifications to reflect the post-issuance delivery of the Offer Notice as contemplated in this Section 2.5(d).

III. REGISTRATION RIGHTS AGREEMENT

Each of the Company, the AEA Investors, and the Minority Investors shall enter into the Registration Rights Agreement, dated as of the date hereof (as amended, modified and supplemented from time to time) (the “ Registration Rights Agreement ”).

IV. PURCHASE OF MINORITY SHARES UPON TERMINATION DATE

4.1. Purchase of Minority Shares from Management Investors Upon Termination of Employment .

(a) (i) Subject to provisions to the contrary contained in any written employment agreement of a Management Investor authorized by the Board, if the employment with the Company and all applicable subsidiaries of any Management Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Shares to a Permitted Transferee) shall terminate for any reason whatsoever, including death,

Disability, resignation, or termination with or without Cause (the date on which such termination occurs being referred to as the “ Termination Date ”), then the Company shall have the option (the “ Call Option ”) to repurchase all, but not less than all, of the Minority Shares held by such Management Investor (or by any Minority Investor who acquired such shares as a Permitted Transferee from an employee of the Company or any of its subsidiaries), at the price and on the other terms specified in Section 4.2. The Company may exercise the Call Option by delivery of written notice to the Minority Investor (the “ Call Notice ”) within ninety (90) days following the Termination Date or within three hundred sixty five (365) days if termination is because of death or Disability, provided , that , with respect to Minority Shares acquired pursuant to the exercise of any vested stock option then held by the Management Investor, the Company may exercise the Call Option within two hundred ten (210) days of the later of the Termination Date or the last date on which the Management Investor could have exercised any stock option, or within three hundred sixty five (365) days if termination is because of death or Disability (the “ Call Period ”).

(ii) If for any reason the Company does not elect to purchase all of Minority Shares pursuant to the Call Option, then the Company may elect to permit each Significant Stockholder to exercise the Company’s Call Option in the manner set forth in the preceding paragraph (a) for all, but not less than all, of the Minority Shares. As soon as practicable after the Company has determined that it will not purchase the Minority Shares, but in any event within the Call Period, the Company shall be permitted to deliver written notice (the “ Option Notice ”) to each Significant Stockholder setting forth the number of Minority Shares and the price for each Minority Share. Each Significant Stockholder may then elect to purchase all of the Minority Shares by delivering written notice to the Company within ten (10) days after receipt of the Option Notice by such Significant Stockholder. As soon as practicable, and in any event within five (5) days after the expiration of such ten (10) day period, the Company shall notify the holder(s) of Minority Shares that such Minority Shares are being purchased from such holder by such Significant Stockholder. If more than one Significant Stockholder elects to exercise such purchase option with respect to Minority Shares not purchased by the Company, such electing Persons shall be entitled to purchase such Minority Shares pro rata on the basis of their ownership of Company Common Stock or in such proportion as they may agree between or among themselves, provided, in any event, such Significant Stockholders purchase all of the Minority Shares.

(b) Settlement of the purchase of Minority Shares pursuant to this Section 4.1 will occur at the Company’s principal office on a Business Day to be fixed by the Company within fifteen (15) days after the expiration of the Call Period. At the time of the settlement, (i) the purchaser or purchasers shall pay the purchase price in the manner specified in Section 4.2, (ii) the holders of the Minority Shares being purchased shall deliver the certificate or certificates representing such shares to the purchaser or purchasers or their nominees, endorsed in blank, or accompanied by appropriate stock powers executed in blank, together with funds for any required stock transfer taxes, and (iii) the transferor shall represent in writing to the transferee (and to the Company, if the Company is not the transferee) that such Minority Shares are owned of record and beneficially by such transferor, free and clear of all liens, security interests, claims,

restrictions and encumbrances of any kind other than those contained in this Agreement or the Registration Rights Agreement or arising under applicable federal and state securities laws.

(c) Each Management Investor acknowledges that the Minority Shares which the Company or a Significant Stockholder may elect to purchase include all Minority Shares issued upon exercise of any stock option (regardless of whether such option is exercised before or after the Termination Date).

4.2. Purchase Price for Minority Shares . The purchase price per share to be paid for any Minority Shares purchased by the Company or a Significant Stockholder pursuant to Section 4.1 shall be equal to:

(i) if the termination of employment giving rise to the Call Option arose (x) out of a termination for Cause or (y) (A) in the case of an employee not bound by a written non-competition obligation in favor of the Company or any or its subsidiaries, because such employee left the Company or any of its subsidiaries to serve as an employee, officer or director of or consultant to or owner of a business engaged in any activity which the Company determines is in competition with the Company or any of its subsidiaries, or (B) in the case of any employee who is bound by a separate written non-competition obligation in favor of the Company or any of its subsidiaries, because such employee breached its obligations thereunder after the Termination Date (giving effect to applicable notice and cure periods), the lesser of (1) the cost incurred by or the exchange of value received by the terminated Management Investor (or the employee of the Company or any of its subsidiaries who transferred such Minority Shares to such Minority Investor) in connection with the purchase of the Minority Shares being repurchased (it being agreed that in the case of shares acquired upon the exercise of options to purchase Company Common Stock, the cost incurred shall be deemed to be the exercise price) and (2) the Fair Market Value of the Minority Shares being purchased as of the date of repurchase; and

(ii) if the termination of employment giving rise to the Call Option arose for any other reason, the greater of (x) Fair Market Value of the Minority Shares being purchased as of the date of repurchase, or (y) the cost incurred by or the exchange value received by the terminated Management Investor (or the employee of the Company or any of its subsidiaries who transferred such Minority Shares to such Minority Investor) in connection with the purchase of the Minority Shares being repurchased (it being agreed that in the case of shares acquired upon the exercise of options to purchase Company Common Stock, the cost incurred shall be deemed to be the exercise price).

Such purchase price may be paid (a) in the case of a purchase by the Company, at the option of the Management Investor, either in cash at the closing contemplated by Section 4.1(b) or, to the extent the Company’s credit agreements do not permit such cash payment, by delivery of a duly authorized subordinated promissory note having the terms described in the next sentence and otherwise in form and substance reasonably acceptable to the Management Investor, or (b) in the case of a purchase by a Significant Stockholder, in cash at the closing contemplated by Section 4.1(b). Any subordinated promissory note issued by the Company in payment of such purchase price shall (x) provide that the full principal amount and all accrued

but unpaid interest thereof shall be payable on the first anniversary of the date thereof, provided, that if such payment is then prohibited, such amount shall be paid at the earliest date permitted (y) bear interest at the rate publically announced by Credit Suisse as their respective prime commercial lending rate, payable in kind semiannually, and (z) be subordinated on terms and conditions reasonably satisfactory to any holders of senior indebtedness (other than Affiliates of the Company or the AEA Investors) for borrowed money of the Company and its subsidiaries.

V. CERTAIN OTHER AGREEMENTS

5.1. Certain Transactions . The parties hereto agree to the execution, delivery and performance of the Management Agreement by the Company.

5.2. Mergers, Etc . Without limiting the rights of the Minority Investors under Section 5.5, if the Board and the Stockholders holding a majority of the outstanding shares of Company Common Stock approve (a) any merger, consolidation, amalgamation or other business combination involving the Company, (b) any acquisition by purchase or otherwise of all or a material portion of the business or assets of, or stock or other evidences of beneficial ownership of, any Person, or (c) the sale of all of the business or assets of, or substantially all of the assets of, the Company, in each case, to the extent and only to the extent such transaction involves a Third Party, then each Stockholder agrees to vote or cause to be voted all of its shares of Company Common Stock in favor of such transaction and agrees not to exercise any appraisal or dissenters’ rights available under any rule, regulation, statute, agreement, the certificate of incorporation, the by-laws or otherwise. The obligations of each Stockholder with respect to any transaction subject to this Section 5.2 shall be conditioned on (x) the same terms in such transaction applying to such Stockholder as apply to all other Stockholders, and (y) the requirements of the last sentence of Section 2.4(b) being satisfied as if such transaction were subject to the requirements thereof.

5.3. Board of Directors ; Books and Records .

(a) The Stockholders and the Company hereby agree that, at all times until an IPO, the Board shall consist entirely of any number of individuals designated by the AEA Investors; provided that , for so long as the GMS Founder Group owns in the aggregate any shares of Company Common Stock, then the GMS Founder Group (acting by a majority of the shares of Company Common Stock then held, in the aggregate, by the members thereof) shall have the right to designate one individual to the Board, which designee shall initially be Richard Mueller, or such other person as is reasonably acceptable to AEA and provided , further , without limiting the rights of the GMS Founder Group, that for so long as AEA Investors Fund V LP, AEA Investors Fund V-A LP or AEA Investors Fund V-B LP (each a “ VCOC Fund ”), directly or indirectly through any other entity owns any shares of Company Common Stock, such VCOC Fund shall have the right to designate at least one of the individuals that the AEA Investors are entitled to designate for election to the Board of Directors. The Stockholders and the Company shall take all such actions as may be necessary or appropriate to cause such individuals to be elected or re-elected as the members of the Board and to be maintained in such positions at all such times.

(b) Following an IPO, for so long as the AEA Investors in the aggregate own at least 10% of the outstanding shares of Company Common Stock, the AEA Investors shall at all times be entitled to nominate at least one individual for election to the Board. The Company hereby agrees that, at all times after the IPO, at and in connection with each annual or special meeting of stockholders of the Company at which directors of the Company are to be elected, the Company, the Board and the nominating committee thereof will (A) nominate and recommend to stockholders for election or re-election as part of the management slate of directors each such individual and (B) provide the same type of support for the election of each such individual as a director of the Company as provided by the Company, its directors, its management and its controlled Affiliates to other persons standing for election as directors of the Company as part of the management slate. Each Stockholder hereby agrees that, at all times after the IPO, such Stockholder will, and will cause each of its Affiliates to, vote all shares of Company Common Stock owned or held of record by it, at each annual or special meeting of stockholders of the Company at which directors of the Company are to be elected, in favor of the election or reelection as a member of the Board of one individual nominated by the AEA Investors.

(c) For so long as the AEA Investors shall have the right to designate a member of the Board pursuant to this Section 5.3, the AEA Investors shall be furnished full and complete access to the files and records regarding the business of the Company including, without limitation, monthly statements of profit and loss and any other periodic management reports.

(d) For so long as an Additional Investor owns any shares of Company Common Stock, the Company shall (i) permit such Additional Investor, upon its reasonable request and reasonable advance notice to have reasonable access during normal business hours to the files and records regarding the Business; provided, however, that each Additional Investor acknowledges and agrees that no access granted hereunder shall unreasonably interfere with the business operations of the Business, and (ii) provide to each Additional Investor and each Management Investor (A) unaudited monthly reports and unaudited quarterly and audited annual financial statements regarding its financial operations within five (5) Business Days following the date upon which the AEA Investors receive such reports or financial statements, as applicable, and (B) any additional information the Company is required to deliver the lending agent pursuant to the credit agreement that GYP III will execute in connection with the acquisition of GMS (the “ Credit Agreement ”) within five (5) Business Days following the date upon which the Company has delivered such information to such lending agent under the Credit Agreement.

5.4. Corporate Opportunities .

(a) In recognition and anticipation of the facts that (i) the directors, officers and/or employees of each AEA Investor or its Affiliates may serve as directors and/or officers of the Company or any of its subsidiaries, and (ii) each AEA Investor and its Affiliates engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, the provisions of this Section 5.4 are set forth to regulate and define the conduct of certain affairs

of the Company as they may involve the AEA Investors, their Affiliates and their respective officers, directors and employees, and the powers, rights, duties and liabilities of the Company and its officers, directors, Affiliates and Stockholders in connection therewith.

(b) No AEA Investor, any of its Affiliates nor any of their respective officers, directors or employees shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company. The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for both an AEA Investor or any of its Affiliates or any of their respective officers, directors or employees and the Company, and therefore no AEA Investor, any of its Affiliates nor any of their respective officers, directors or employees shall have any duty, except and to the extent expressly assumed by contract, to communicate or offer such corporate opportunity to the Company and shall not be liable to the Company or its Stockholders for breach of any fiduciary duty as a stockholder, director and/or officer of the Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Company.

(c) To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Section 5.4 to be a breach of duty to the Company or its Stockholders, the Company and its Stockholders hereby waive any and all claims and causes of action that the Company or the Stockholders may have for such activities to the fullest extent permitted by law. The provisions of this Section 5.4 apply equally to activities conducted in the future and that have been conducted in the past.

5.5. Management Investors Limited Consent . Except as set forth below, prior to an IPO, (a) any transaction or arrangement between the Company or any of its controlled Affiliates, on the one hand, and any of the AEA Investors or their respective Affiliates (excluding the Company and its subsidiaries), on the other hand (including an amendment to or modification of the Management Agreement), and (b) any action by the Company that would materially and adversely affect the rights and privileges of the Management Investors as compared to the other Stockholders, shall be subject to the prior consent of Management Investors representing a majority of all shares of Company Common Stock then-held by all Management Investors. Notwithstanding the foregoing, no consent shall be required under this Section 5.5 in respect of any matter contemplated by clause (a) above that is entered into on arm’s length terms as determined by the Board in good faith, or that is a transaction or arrangement with the Stockholders in which the Management Investors receive pro rata treatment.

5.6. Capitalization . The Company represents and warrants to each Stockholder that it (a) has validly issued the Company Common Stock in the amounts and to the Stockholders set forth on Schedule A as of the date hereof, (b) such Company Common Stock is only Company Common Stock outstanding on the date hereof, and (c) except as set forth on Schedule A , there are no Equity Securities outstanding on the date hereof.

VI. MISCELLANEOUS

6.1. Additional Securities Subject to Agreement . Each Stockholder agrees that any other Equity Securities of the Company which they hereafter acquire by means of a stock split, stock dividend, or distribution will be subject to the provisions of this Agreement to the same extent as if held on the date hereof. As a condition to issuing any Equity Securities to any Person other than a Stockholder, the Company shall require such Person to be subject to the provisions of this Agreement.

6.2. Term . This Agreement will be effective from and after the date hereof and will terminate and be of no further force and effect (other than with respect to prior breaches) with respect to the provisions referred to below as follows: (i) with respect to Sections 2.1, 2.2, 2.3, 2.4, 2.5, 4.1, 4.2, and 5.2 upon completion of an IPO; and (ii) with respect to all Sections, upon the sale of all or substantially all of the assets or equity interests in the Company to a Third Party whether by merger, consolidation, sale of assets or securities or otherwise.

6.3. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by telecopy, by telegram, by telex or registered or certified mail (postage prepaid, return receipt requested), or by electronic mail to the respective parties at the addresses set forth on the signature pages (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.3).

6.4. Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things as may be necessary in order to give full effect to this Agreement and every provision hereof.

6.5. Non-Assignability . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided herein, this Agreement may not be assigned by any party hereto without the express prior written consent of the other parties, and any attempted assignment, without such consents, will be null and void; provided, however, that the AEA Investors may assign or delegate all or any portion of its rights hereunder to any Person so long as such Person is a party hereto or executes and delivers to the Company an Assumption Agreement satisfactory to the Company; and; provided, further, that each Person who acquires any Company Common Stock from any Stockholder hereunder shall assume the rights and obligations of the AEA Investors (in the case of any Transfer from the AEA Investors) or a Minority Investor (in the case of any Transfer from a Minority Investor unless the Transfer occurred pursuant to Section 2.3, in which case such Person will be subject to the same rights and obligations as an AEA Investor).

6.6. Amendment, Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the holders of a majority of the shares of Company Common Stock; provided, however, that any amendment, supplement or modification of this Agreement which disproportionately adversely affects any

Stockholder shall not be effective without the written approval of such Stockholder. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

6.7. Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

6.8. Governing Law . This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.

6.9. Specific Performance . Without limiting or waiving in any respect any rights or remedies of the parties hereto under this Agreement now or hereinafter existing at law or in equity or by statute, each of the parties hereto will be entitled to seek specific performance of the obligations to be performed by the other in accordance with the provisions of this Agreement.

6.10. Entire Agreement . This Agreement, the Registration Rights Agreement, together with, as applicable, the subscription agreements or the employment agreements entered into by Company and the Minority Investors as of the date hereof, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof.

6.11. Titles and Headings . The section headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

6.12. Severability . If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

6.13. Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

6.14. Additional Management Investors . Any employee or director of the Company or any of its subsidiaries who becomes party to a stock subscription agreement, option agreement or similar agreement after the date hereof may become a party hereto and may become bound hereby by entering into a supplementary agreement with the Company agreeing to be bound by the terms hereof (or only specific sections hereof). Each such supplementary agreement shall become effective upon its execution by the Company and such employee or director, and it shall not require the signature or consent of any other party hereto. Such

supplementary agreement may modify some of the terms hereof provided such modification applies only to such employee or director.

6.15. Stock Certificates . Until the occurrence of an IPO, AEA Sale or consummation of a Third Party Offer, any certificate representing shares of Company Common Stock issued to the Management Investors shall be held in trust by the Company for the benefit of the Management Investors. Upon the occurrence of an IPO, AEA Sale or consummation of a Third Party Offer, the Company shall return any such certificates representing shares of Company Common Stock issued to the Management Investors to the record holder(s) thereof.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

	THE COMPANY:

	GYP HOLDINGS I CORP.

	By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President

[Signature Page to Stockholders’ Agreement]

	AEA INVESTORS:

	AEA INVESTORS FUND V LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President


	AEA INVESTORS FUND V-A LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner


	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President


	AEA INVESTORS FUND V-B LP

	By: AEA Investors Partners V LP, Its General Partner

	By: AEA Management (Cayman) Ltd., Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

[Signature Page to Stockholders’ Agreement]

	AEA INVESTORS PARTICIPANT FUND V LP

	By: AEA Investors PF V LLC, Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President


	AEA INVESTORS QP PARTICIPANT FUND V LP

	By: AEA Investors PF V LLC, Its General Partner

	By:	/s/ Barbara Burns
	Name:	Barbara Burns
	Title:	Vice President

[Signature Page to Stockholders’ Agreement]

	JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:	Director

[Signature Page to Stockholders’ Agreement]

	JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:	Director

[Signature Page to Stockholders’ Agreement]

	JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

	By:	/s/ Joshua A. Lebow
	Name:	Joshua A. Lebow
	Title:	Director

[Signature Page to Stockholders’ Agreement]

	MEDLEY PARTNERS 2S, L.P. – SERIES 2012:

	By:	/s/ Pascal Villiger
	Name:	Pascal Villiger
	Title:	Managing Director

[Signature Page to Stockholders’ Agreement]

	ADDITIONAL INVESTORS:

	HW GMS LLC

	By:	/s/ H. Hiter Harris III
	Name:	H. Hiter Harris III
	Title:	Manager

[Signature Page to Stockholders’ Agreement]

	FW RMB NANSEMOND INVESTORS, LLC

	By:	/s/ Jay H. Hebert
	Name:	Jay H. Hebert
	Title:	Vice President

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Alan Adams
	Name:	Alan Adams
	Title:	Individual

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ William C. Albin
	Name:	William C. Albin
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mike C. Anderson
	Name:	Mike C. Anderson
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Thomas William Arnett
	Name:	Thomas William Arnett
	Title:	General Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Steven Barker
	Name:	Steven Barker
	Title:	Chief Operating Officer

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Darrell Beckner
	Name:	Darrell Beckner
	Title:	Branch Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Bernard J. Beumer
	Name:	Bernard J. Beumer
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Brownlee
	Name:	Robert Brownlee
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	2009 G. MICHAEL CALLAHAN, JR. FAMILY TRUST

	By:	/s/ Joseph P. Callahan
	Name:	Joseph P. Callahan
	Title:	Trustee

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ G. Michael Callahan, Jr.
	Name:	G. Michael Callahan, Jr.
	Title:	President

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Reginald F. Clark
	Name:	Reginald F. Clark
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Clifton
	Name:	John Clifton
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Creason
	Name:	Robert Creason
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Bradley A. Crist
	Name:	Bradley A. Crist
	Title:	Vice President

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ David A. Whitcomb
	Name:	David A. Whitcomb
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael P. Donovan
	Name:	Michael P. Donovan
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Christopher Doyle
	Name:	Christopher Doyle
	Title:	Vice President, Operations

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ David P. Emanuel
	Name:	David P. Emanuel
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jerry Epton
	Name:	Jerry Epton
	Title:	General Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ William Farrell
	Name:	William Farrell
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Eric Fortin
	Name:	John Eric Fortin
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ James Timothy Galand
	Name:	James Timothy Galand
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Sharlie E. Gates
	Name:	Sharlie E. Gates
	Title:	Mgr. Recruiting/Event Planner

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	GEORGE ALLAN RAY TRUST

	By:	/s/ George Allen Ray Trust
	Name:
	Title:	Trustee

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	GERALD R. SWEET FAMILY TRUST

	By:	/s/ Gerald R. Sweet
	Name:	Gerald R. Sweet
	Title:	Trustee

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mike Hamel
	Name:	Mike Hamel
	Title:	Vice President, Pioneer Materials

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert Harwood
	Name:	Robert Harwood
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jack W. Hawkins
	Name:	Jack W. Hawkins
	Title:	Controller

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Stephen J. Hayden
	Name:	Stephen J. Hayden
	Title:	Controller

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert F. Henshaw
	Name:	Robert F. Henshaw
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	HUGHEY COWTOWN, LTD.

	By:	/s/ Robert W. Hughey
	Name:	Robert W. Hughey
	Title:	Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Johnny S. Brown
	Name:	Johnny S. Brown
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Scott Kromer
	Name:	Scott Kromer
	Title:	Regional Credit Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Steve Lewis
	Name:	Steve Lewis
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Daryl Little
	Name:	Darryl Little
	Title:	Director of Strategic Accounts

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Shawn MaGraw
	Name:	Shawn MaGraw
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Sonny Martin
	Name:	Sonny Martin
	Title:	Sales

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Mark R. Mazza
	Name:	Mark R. Mazza
	Title:	VP, Purchasing

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Tom McComb
	Name:	Tom McComb
	Title:	Regional Operations Manager, GTS Interior Supply Oregon

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Cary S. McMichael
	Name:	Cary S. McMichael
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Edward B. McNally
	Name:	Edward B. McNally
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Brown
	Name:	Michael Brown
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Richard K. Mueller
	Name:	Richard K. Mueller
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John Nail
	Name:	John Nail
	Title:	President, Cherokee Building Materials, Inc.

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ J. Bradley Nannen
	Name:	J. Bradley Nannen
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ John T. O’Brien
	Name:	John T. O’Brien
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Dickie B. Porterfield
	Name:	Dickie B. Porterfield
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Ronald Andrew Printz
	Name:	Ronald Andrew Printz
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	PROBASCO FAMILY TRUST

	By:	/s/ Roger L. Probasco
	Name:	Roger L. Probasco
	Title:	Co-Trustee

	By:	Helen C. Probasco
	Name:	Helen C. Probasco
	Title:	Co-Trustee

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Richard B. Hughey
	Name:	Richard B. Hughey
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Gary Rowan
	Name:	Gary Rowan
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Gerald Ruane
	Name:	Gerald Ruane
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Russell R. Hughey
	Name:	Russell R. Hughey
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ L. Edward Sayre
	Name:	L. Edward Sayre
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	RICHARD A. WHITCOMB REVOCABLE TRUST

	By:	/s/ Richard A. Whitcomb
	Name:	Richard A. Whitcomb
	Title:	Trustee

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Smothers
	Name:	Michael Smothers
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Jerry Speights
	Name:	Jerry Speights
	Title:	V.P.

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Ryan W. Stensland
	Name:	Ryan W. Stensland
	Title:	Regional Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Stephen H. Brown
	Name:	Stephen H. Brown
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Kenneth M. Sutton
	Name:	Kenneth M. Sutton
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Donald M. Taylor
	Name:	Donald M. Taylor
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	TOBY TERCERO TRUST

	By:	/s/ Toby Tercero
	Name:	Toby Tercero
	Title:	Executor

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Daniel Thomas
	Name:	Daniel Thomas
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Charles Thurmond
	Name:	Charles Thurmond
	Title:

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert G. Wade
	Name:	Robert G. Wade
	Title:	Manager

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Robert W. Hughey
	Name:	Robert W. Hughey
	Title:	President

[Signature Page to Stockholders’ Agreement]

MANAGEMENT INVESTOR:

	By:	/s/ Michael Weeks
	Name:	Michael Weeks
	Title:

[Signature Page to Stockholders’ Agreement]

Schedule A

Capitalization

[insert]

GMS Funds Flow

M. Common Equity Ownership

($ USD)
New Share Price	$	100.00

Entity	Investment		Shares Issued	Pro Forma Ownership Before Option Pool		Pro forma Ownership After Option Pool
AEA:
AEA Fund V LP	$	187,780,972.00	1,877,810	59.0	%	53.1	%
AEA Fund V-A LP	2,715,239.00		27,152	0.9	%	0.8	%
AEA Fund V-B LP	904,537.00		9,045	0.3	%	0.3	%
AEA Fund QP Participant Fund V LP	5,883,719.00		58,837	1.8	%	1.7	%
AEA Fund Participant Fund V LP	2,715,533.00		27,155	0.9	%	0.8	%
Total AEA Fund V	$	200,000,000.00	2,000,000	62.8	%	56.5	%

Coinvestors:
John Hancock Life & Health Insurance Company	$	10,187,500.00	101,875	3.2	%	2.9	%
John Hancock Life Insurance Company of New York	1,812,500.00		18,125	0.6	%	0.5	%
John Hancock Life Insurance Company (U.S.A.)	500,000.00		5,000	0.2	%	0.1	%
FW RMB Nansemond Investors, LLC	4,500,000.00		45,000	1.4	%	1.3	%
HW GMS LLC	500,000.00		5,000	0.2	%	0.1	%
Medley Partners 2S, L.P. - Series 2012	2,500,000.00		25,000	0.8	%	0.7	%
Total	$	20,000,000.00	200,000	6.3	%	5.7	%

Management:
Richard A. Whitcomb Revocable Trust	$	25,000,000.00	250,000	7.9	%	7.1	%
Richard K. Mueller	25,000,000.00		250,000	7.9	%	7.1	%
G. Michael Callahan, Jr.	4,548,784.35		45,488	1.4	%	1.3	%
Donald M. Taylor	4,200,000.00		42,000	1.3	%	1.2	%
Michael C. Anderson	3,410,962.94		34,110	1.1	%	1.0	%
Cary S. McMichael	3,410,962.94		34,110	1.1	%	1.0	%
Bradley A. Crist	3,000,000.00		30,000	0.9	%	0.8	%
Stephen K. Barker	3,000,000.00		30,000	0.9	%	0.8	%
Hughey Cowtown, LTD	2,786,216.01		27,862	0.9	%	0.8	%
Alan Adams	2,500,000.00		25,000	0.8	%	0.7	%
Probasco Family Trust	2,250,000.00		22,500	0.7	%	0.6	%
John T. O’Brien	2,182,844.27		21,828	0.7	%	0.6	%
Ed McNally Jr.	1,847,507.62		18,475	0.6	%	0.5	%
Robert Brownlee	1,700,000.00		17,000	0.5	%	0.5	%
Michael Weeks	1,500,000.00		15,000	0.5	%	0.4	%
J. Bradley Nannen	1,486,185.32		14,862	0.5	%	0.4	%
David A. Whitcomb	1,086,185.32		10,862	0.3	%	0.3	%
Robert Creason	750,000.00		7,500	0.2	%	0.2	%
Kenneth M. Sutton	713,157.12		7,132	0.2	%	0.2	%
2009 G. Michael Callahan, Jr. Family Trust	500,000.00		5,000	0.2	%	0.1	%
Jerry Speights	500,000.00		5,000	0.2	%	0.1	%
Gary Rowan	500,000.00		5,000	0.2	%	0.1	%
Robert Harwood	500,000.00		5,000	0.2	%	0.1	%
Thomas William Arnett	500,000.00		5,000	0.2	%	0.1	%
Gerald R. Sweet Family Trust	463,821.97		4,638	0.1	%	0.1	%
Daniel Thomas	436,520.89		4,365	0.1	%	0.1	%
Christopher Doyle	360,000.00		3,600	0.1	%	0.1	%
Mark R. Mazza	300,000.00		3,000	0.1	%	0.1	%
Stephen H. Brown	286,520.89		2,865	0.1	%	0.1	%
L. Edward Sayre	250,000.00		2,500	0.1	%	0.1	%
Richard B. Hughey	250,000.00		2,500	0.1	%	0.1	%
Scott Kromer	230,000.00		2,300	0.1	%	0.1	%
Charles Thurmond	217,237.06		2,172	0.1	%	0.1	%
Darrell Beckner	200,000.00		2,000	0.1	%	0.1	%
John Nail	200,000.00		2,000	0.1	%	0.1	%
Reginald F. Clark	200,000.00		2,000	0.1	%	0.1	%
Sonny Martin	160,881.92		1,609	0.1	%	0.0	%
Mike Smothers	158,266.67		1,583	0.0	%	0.0	%
John Clifton	100,000.00		1,000	0.0	%	0.0	%
Stephen J. Hayden	100,000.00		1,000	0.0	%	0.0	%
Robert F. Henshaw	100,000.00		1,000	0.0	%	0.0	%
Russell R. Hughey	100,000.00		1,000	0.0	%	0.0	%
James Timothy Galand	100,000.00		1,000	0.0	%	0.0	%
Jack W. Hawkins	100,000.00		1,000	0.0	%	0.0	%
George Allan Ray Trust	100,000.00		1,000	0.0	%	0.0	%
Dickie B. Porterfield	100,000.00		1,000	0.0	%	0.0	%
Ryan W. Stensland	100,000.00		1,000	0.0	%	0.0	%
Gerald Ruane	100,000.00		1,000	0.0	%	0.0	%
Michael Brown	100,000.00		1,000	0.0	%	0.0	%
Sharlie E. Gates	100,000.00		1,000	0.0	%	0.0	%
Mike Hamel	59,677.14		597	0.0	%	0.0	%
Michael P. Donovan	55,000.00		550	0.0	%	0.0	%
John Eric Fortin	50,000.00		500	0.0	%	0.0	%
David P. Emanuel	50,000.00		500	0.0	%	0.0	%
Toby Tercero Trust	50,000.00		500	0.0	%	0.0	%
Ronald Andrew Printz	50,000.00		500	0.0	%	0.0	%
Bernard J. Beumer	50,000.00		500	0.0	%	0.0	%
Tom McComb	45,000.00		450	0.0	%	0.0	%
Jerry Epton	32,987.52		330	0.0	%	0.0	%
William C. Albin	30,000.00		300	0.0	%	0.0	%
William Farrell	25,000.00		250	0.0	%	0.0	%
Darryl Little	25,000.00		250	0.0	%	0.0	%
Robert G. Wade	20,000.00		200	0.0	%	0.0	%
Steve Lewis	16,493.76		165	0.0	%	0.0	%
Johnny S. Brown	15,000.00		150	0.0	%	0.0	%
Robert W. Hughey	13,784.00		138	0.0	%	0.0	%
Shawn Magraw	13,000.00		130	0.0	%	0.0	%
Total	$	98,386,997.69	983,870	30.9	%	27.8	%

Total Before Option Pool	$	318,386,997.69	3,183,870	100.0	%	90.0	%
10.0% Option Pool			353,763			10.0	%
Total Including Option Pool			3,537,633			100.0	%

Check	$	—

Exhibit 10.5

EXECUTION VERSION

ABL CREDIT AGREEMENT

Dated as of April 1, 2014

among

GYP HOLDINGS III CORP.

as Lead Borrower,

THE ENTITIES LISTED ON SCHEDULE I HERETO

as Borrowers,

GYP HOLDINGS II CORP.

as Holdings,

WELLS FARGO BANK, N.A.

as Administrative Agent and Collateral Agent,

THE OTHER LENDERS PARTY HERETO

ROYAL BANK OF CANADA

as Syndication Agent,

and

CREDIT SUISSE SECURITIES (USA) LLC

UBS SECURITIES LLC

SUNTRUST BANK

as Documentation Agents,

RBC CAPITAL MARKETS*

CREDIT SUISSE SECURITIES (USA) LLC

UBS SECURITIES LLC

as Joint Lead Arrangers and Joint Bookrunners

* RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

Section		Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	1
1.02	Other Interpretive Provisions	62
1.03	Accounting Terms	63
1.04	Rounding	64
1.05	References to Agreements and Laws	64
1.06	Times of Day	64
1.07	Timing of Payment or Performance	64
1.08	Currency Equivalents Generally	64
1.09	Pro Forma Calculations	64
1.10	Basket Calculations	65

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	The Revolving Credit Loans	65
2.02	Borrowings, Conversions and Continuations of Loans	66
2.03	Letters of Credit	69
2.04	Swing Line Loans	80
2.05	Prepayments	83
2.06	Termination or Reduction of Commitments	85
2.07	Repayment of Loans	86
2.08	Interest	86
2.09	Fees	87
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	88
2.11	Evidence of Indebtedness	88
2.12	Payments Generally; Administrative Agent’s Clawback	89
2.13	Sharing of Payments	91
2.14	Revolving Credit Commitment Increases	92
2.15	Cash Collateral	95
2.16	Defaulting Lenders	96
2.17	Designation of Lead Borrower as Agent	98

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01	Taxes	99
3.02	Illegality	103
3.03	Inability to Determine Rates	103
3.04	Increased Cost and Reduced Return; Capital Adequacy	104
3.05	Funding Losses	105

3.06	Matters Applicable to All Requests for Compensation	105
3.07	Replacement of Lenders under Certain Circumstances	106
3.08	Survival	108

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01	Conditions to Initial Credit Extension	108
4.02	Conditions to All Credit Extensions	113

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	114
5.02	Authorization; No Contravention	114
5.03	Governmental Authorization; Other Consents	114
5.04	Binding Effect	115
5.05	Financial Statements; No Material Adverse Effect	115
5.06	Litigation	116
5.07	No Default	116
5.08	Ownership of Property; Liens	116
5.09	Environmental Matters	116
5.10	Taxes	117
5.11	ERISA Compliance	117
5.12	Subsidiaries; Equity Interests	118
5.13	Margin Regulations; Investment Company Act	118
5.14	Disclosure	119
5.15	Compliance with Laws	119
5.16	Intellectual Property	119
5.17	Solvency	120
5.18	Labor Matters	120
5.19	Perfection, Etc.	120
5.20	OFAC and PATRIOT Act Compliance	120
5.21	Anti-Corruption Compliance	120
5.22	OFAC	121
5.23	Designation as Senior Debt	121
5.24	Tax Reporting Compliance	121

ARTICLE VI
AFFIRMATIVE COVENANTS

6.01	Financial Statements	121
6.02	Certificates; Other Information	123
6.03	Notices	126
6.04	Payment of Obligations	127
6.05	Preservation of Existence, Etc.	127
6.06	Maintenance of Properties	127

6.07	Maintenance of Insurance	128
6.08	Compliance with Laws	128
6.09	Books and Records	128
6.10	Inspection Rights	128
6.11	Use of Proceeds	129
6.12	Covenant to Guarantee Obligations and Give Security	130
6.13	Compliance with Environmental Laws	132
6.14	Further Assurances, Post Closing Obligations	132
6.15	[Reserved]	134
6.16	Conference Calls	134
6.17	ERISA	134
6.18	Cash Management	135
6.19	Physical Inventories	136

ARTICLE VII
NEGATIVE COVENANTS

7.01	Liens	137
7.02	Investments	140
7.03	Indebtedness	143
7.04	Fundamental Changes	147
7.05	Dispositions	148
7.06	Restricted Payments	150
7.07	Change in Nature of Business	153
7.08	Transactions with Affiliates	153
7.09	Burdensome Agreements	154
7.10	Use of Proceeds	155
7.11	Fixed Charge Coverage Ratio	156
7.12	Amendments of Organization Documents	156
7.13	Accounting Changes	156
7.14	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments	156
7.15	Holding Companies	157
7.16	Deposit Accounts; Credit Card Processors	158

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	158
8.02	Remedies Upon Event of Default	161
8.03	Right to Cure	161
8.04	Application of Funds	162

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01	Appointment and Authorization of Agents	164
9.02	Delegation of Duties	165

iii

9.03	Liability of Agents	165
9.04	Reliance by Agents	165
9.05	Notice of Default	166
9.06	Credit Decision; Disclosure of Information by Agents	166
9.07	Indemnification of Agents	167
9.08	Agents in their Individual Capacities	167
9.09	Successor Agents	168
9.10	Administrative Agent May File Proofs of Claim	169
9.11	Collateral and Guaranty Matters	170
9.12	Secured Cash Management Agreements and Secured Hedge Agreements	171
9.13	Other Agents; Arranger and Managers	171
9.14	Appointment of Supplemental Administrative Agents	171
9.15	Withholding	172

ARTICLE X
MISCELLANEOUS

10.01	Amendments, Etc.	172
10.02	Notices; Effectiveness; Electronic Communications	175
10.03	No Waiver; Cumulative Remedies; Enforcement	177
10.04	Expenses and Taxes	178
10.05	Indemnification by the Lead Borrower	179
10.06	Payments Set Aside	180
10.07	Successors and Assigns	181
10.08	Confidentiality	186
10.09	Setoff	187
10.10	Interest Rate Limitation	187
10.11	Counterparts	188
10.12	Integration; Effectiveness	188
10.13	Survival of Representations and Warranties	188
10.14	Severability	188
10.15	Governing Law; Jurisdiction; Etc.	189
10.16	WAIVER OF RIGHT TO TRIAL BY JURY	190
10.17	Binding Effect	190
10.18	No Advisory or Fiduciary Responsibility	190
10.19	Affiliate Activities	191
10.20	Electronic Execution of Assignments and Certain Other Documents	191
10.21	USA PATRIOT ACT; “Know Your Customer” Checks	192
10.22	Keepwell	192
10.23	ABL/Term Intercreditor Agreement	193

SCHEDULES

I	Loan Parties
II	Immaterial Subsidiaries
III	Existing Letters of Credit
2.01	Revolving Credit Commitments and Pro Rata Shares
4.01(a)(viii)	Local Counsel
5.08(b)	Material Real Property
5.09	Environmental Matters
5.11(d)	Pension Plans
5.12	Subsidiaries and Other Equity Investments
5.16	Intellectual Property
5.18	Labor Matters
6.02(e)	Financial and Collateral Reports
6.14	Initial Mortgaged Properties
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.08(o)	Existing Affiliate Transactions
10.02(a)	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of

A-1	Committed Loan Notice
A-2	Swing Line Loan Notice
B	Borrowing Base Certificate
C-1	Revolving Credit Note
C-2	Swing Line Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Administrative Questionnaire
F-1	Holdings Guaranty
F-2	Subsidiary Guaranty
G	Security Agreement
H	Intellectual Property Security Agreement
I	Opinion Matters — Counsel to the Loan Parties
J	Solvency Certificate
K	U.S. Tax Compliance Certificate
L	Cash Management/Secured Hedge Notice
M	Intercompany Note
N	ABL/Term Intercreditor Agreement
O	Credit Card Notification

ABL CREDIT AGREEMENT

This ABL CREDIT AGREEMENT (this “ Agreement ”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “ Lead Borrower ”), the entities listed on Schedule I (together with the Lead Borrower, collectively, the “ Borrowers ” and individually, a “ Borrower ”), GYP HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and Wells Fargo Bank, N.A., as Administrative Agent, as Collateral Agent, as Swing Line Lender and as an L/C Issuer.

PRELIMINARY STATEMENTS

Pursuant to the terms and conditions set forth in the Acquisition Agreement (as hereinafter defined), the Lead Borrower will acquire (the “ Acquisition ”) 100% of the Shares other than Rollover Shares (each as defined in the Acquisition Agreement) of Gypsum Management and Supply, Inc., a Georgia corporation (“ GMS ”), from each of the persons set forth on Schedule A to the Acquisition Agreement (collectively, the “ Seller ”).

The Borrowers have requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders make available to the Borrowers a $200,000,000 asset based revolving credit facility for the making of revolving loans and the issuance of letters of credit for the account of the Borrowers and the Restricted Subsidiaries (as hereinafter defined), from time to time.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement (including the preliminary statements above), the following terms shall have the meanings set forth below:

“ ABL Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise, with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement ( other than Excluded Swap Obligations ), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding (or that would accrue but for the commencement of such proceeding), regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the ABL Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay

or advance on behalf of such Loan Party; provided that the ABL Obligations shall not include Excluded Swap Obligations.

“ ABL Priority Collateral ” has the meaning specified in the ABL/Term Intercreditor Agreement.

“ ABL/Term Intercreditor Agreement ” means the ABL/Term Intercreditor Agreement, substantially in the form of Exhibit N , dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof), among the Holdings, the Lead Borrower, the other Loan Parties party thereto, Wells Fargo as Representative for the Secured Parties and Credit Suisse as Representative for the Initial First Lien Term Secured Parties and as Representative for the Initial Second Lien Term Secured Parties.

“ Acceptable Credit Card Processor ” means any major credit or debit card processor (including Visa, MasterCard, American Express, Diners Club, and other processors reasonably acceptable to the Administrative Agent in its Permitted Discretion).

“ Account ” means “accounts” as defined in the Uniform Commercial Code, and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered or (c) arising out of the use of a credit or charge card or information contained on or for use with the card.

“ Account Debtor ” means a Person obligated under an Account.

“ Acquisition ” has the meaning specified in the “Preliminary Statements”.

“ Acquisition Agreement ” means the Stock Purchase Agreement (including the schedules and exhibits thereto), dated as of February 11, 2014, among the Lead Borrower, GMS and the Seller.

“ Acquired Business ” has the meaning specified in Section 7.02(i) .

“ Adjustment Date ” means the first day of each fiscal quarter, commencing with the first day of the fiscal quarter ending on October 31, 2014.

“ Administrative Agent ” means Wells Fargo, in its capacity as administrative agent under the Loan Documents, and any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 10.02(a) , or such other address as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“ AEA ” means AEA Investors LP and its Affiliates, other than any portfolio company of any of the foregoing.

“ Affiliate ” means, with respect to any 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. “ 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. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Agent-Related Persons ” means each Agent, together with its Affiliates, and the officers, directors, employees, partners, members, representatives, agents, attorneys-in-fact, trustees and advisors of such Persons and Affiliates and their respective successors and assigns.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Revolving Credit Commitments of all the Lenders.

“ Agreement ” means this ABL Credit Agreement, as amended, supplemented or modified from time to time in accordance with its terms.

“ Anticipated Cure Deadline ” has the meaning specified in Section 8.03(B) .

“ Applicable Rate ” means a percentage per annum equal to (a) from the Closing Date until the first Adjustment Date, 2.00% per annum for Eurodollar Rate Loans, and 1.00% per annum for Base Rate Loans and (b) thereafter, from any Adjustment Date until the immediately succeeding Adjustment Date, the applicable percentage per annum set forth below, as determined by reference to Average Daily Availability for the most recent fiscal quarter ended immediately prior to such Adjustment Date expressed as a percentage of the Line Cap.

Applicable Rate
Pricing Level	Average Daily Availability	Eurodollar Rate		Base Rate
1	< 33.33%	2.00	%	1.00	%
2	> 33.33%, but < 66.7%	1.75	%	0.75	%
3	> 66.7%	1.50	%	0.50	%

Any increase or decrease in the Applicable Rate resulting from a change in Average Daily Availability shall become effective as of the third Business Day immediately following the date a Borrowing Base Certificate is delivered pursuant to Section 6.02(b) ; provided , however , that “Pricing Level 1” shall apply (x) as of the first Business Day at any time after the date on which a Borrowing Base Certificate was required to have been delivered but

was not delivered (or was delivered but did not contain the calculations of Average Daily Availability) until the first Business Day immediately following the date on which such Borrowing Base Certificate (which includes calculations of Average Daily Availability) is delivered and (y) at all times during the existence of an Event of Default.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) .

“ Appraised Value ” means the appraised orderly liquidation value of Eligible Inventory, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of Eligible Inventory as set forth in the Inventory stock ledger of the applicable Loan Party, which value shall be determined from time to time by reference to the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent and reasonably satisfactory to the Lead Borrower.

“ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“ Arrangers ” means each of RBC Capital Markets, CS Securities, and UBS Securities LLC, in their capacities as exclusive joint lead arrangers and joint bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E-1 .

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized 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 (subject to Section 1.03(c) ).

“ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(b)(iii) .

“ Availability ” means, at any time, the result, if a positive number, of (a) the lesser of (i) the Line Cap at such time and (ii) the Borrowing Base at such time, minus (b) the Total Outstandings. In calculating Availability at any time and for any purpose under this Agreement, the Lead Borrower shall certify to the Administrative Agent that all accounts payable and Taxes are being paid on a timely basis.

“ Availability Reserves ” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or in the determination of Appraised Value, such Reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agents’ ability to realize upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Collateral, (c) to

reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base or the assets, business, financial performance or financial condition of any Loan Party, (d) to reflect that a Default or an Event of Default then exists, (e) to reflect any Accounts that are subject to any Lien permitted under Section 7.01(p) or (dd) (unless the proceeds from such Accounts are deposited in accounts that are dedicated for the sole purpose of collection of proceeds from such Accounts and such arrangements are reasonably satisfactory to the Administrative Agent) or (f) to reflect any restrictions in the Term Loan Documents or in the documents governing any Permitted Term Refinancing Debt on the incurrence of Indebtedness by the Loan Parties, but only to the extent that such restrictions reduce, or with the passage of time could reduce, the amounts available to be borrowed hereunder in order for the Loan Parties to comply with the Term Loan Documents, or the documents or the documents governing any Permitted Term Refinancing Debt. Without limiting the generality of the foregoing, Availability Reserves may include (but are not limited to), in the Administrative Agent’s Permitted Discretion, Reserves based on: (i) rent (not to exceed two months rent for each location plus any past due rent) for any locations leased by a Loan Party unless, in each case, the applicable lessor has delivered to the Administrative Agent, as applicable, a Collateral Access Agreement; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of the Administrative Agent in any Collateral; (iv) salaries, wages, vacation pay and benefits due and owing to employees of any Loan Party; (v) customer deposits; (vi) Reserves for reasonably anticipated changes in the Appraised Value of Eligible Inventory between appraisals; (vii) Reserves for dilution of Eligible Accounts to the extent that the Dilution Percentage exceeds 5.0%; (viii) warehousemen’s, carrier’s or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of the Administrative Agent in any Collateral; (ix) amounts due to vendors on account of consigned goods; and (x) at any time that Availability is less than 20.0% of the Line Cap, Reserves to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to any Secured Hedge Agreement or Secured Cash Management Agreement then provided or outstanding; provided that if any Secured Hedge Agreement or Secured Cash Management Agreement is secured on a pari passu basis with the Revolving Credit Facility, Reserves may be established regardless of Availability at such time. The amount of any Reserve established by the Administrative Agent hereunder shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve.

“ Average Daily Availability ” means, at any time, the average daily Availability for the immediately preceding fiscal quarter.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) the one-month Eurodollar Base Rate (after giving effect to any applicable “floor”) plus 1%; provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate determined on the date that is two (2) Business Days prior to such day at approximately 11:00 a.m. (London Time) by reference to Macro*World’s (or any successor thereto) Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by Macro*World’s (or any successor thereto) as an authorized vendor for the purpose of displaying such rates). Any change in the Base Rate due to a change in the Federal

Funds Rate, Prime Rate or the Eurodollar Rate shall be effective on the effective date of such change in the Federal Funds Rate, the Prime Rate or the Eurodollar Rate, as the case may be.

“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns”, “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“ Blocked Account Agreement ” means, with respect to any deposit or securities account established by a Loan Party, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, establishing Control (as defined in the Uniform Commercial Code) of such Blocked Account by the Collateral Agent (for the benefit of itself and the other Secured Parties) and whereby the Person maintaining such account agrees, during a Cash Dominion Trigger Period, to comply only with the instructions originated by the Collateral Agent without the further consent of any Loan Party.

“ Blocked Account Bank ” means each bank or securities intermediary with whom deposit or securities accounts are maintained in which any funds of any of the Loan Parties from one or more DDAs are held and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof.

“ Blocked Accounts ” has the meaning provided in Section 6.18(b) .

“ Board of Directors ” means: (a) with respect to Holdings, the Lead Borrower or any other corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” and “ Borrowers ” have the meaning specified in the introductory paragraph to this Agreement.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Notice ” has the meaning specified in Section 6.12(d) .

“ Borrowing ” means (a) a Revolving Credit Borrowing or (b) a borrowing consisting of a Swing Line Loan .

“ Borrowing Base ” means at any time of calculation:

(a) prior to the date on which the Administrative Agent receives and has a reasonable opportunity to review the initial asset appraisal and field audit undertaken by an independent appraiser or field examiner reasonably satisfactory to the Administrative Agent (such date, the “ Initial Asset Appraisals and Field Audit Date ”), an amount equal to the greater of (x) $125,000,000 and (y) the sum of:

(i) 60% of the book value of the Accounts of the Loan Parties, taken as a whole; plus

(ii) 50% of the book value of the Inventory of the Loan Parties, taken as a whole, net of Inventory Reserves; plus

(iii) 100% of the aggregate amount of Borrowing Base Eligible Cash of the Loan Parties, taken as a whole; minus

(iv) without duplication, the then amount of all Availability Reserves.

(b) after the Initial Asset Appraisals and Field Audit Date, an amount equal to the sum of:

(i) 85% of the Eligible Accounts (other than Eligible Credit Card Receivables) of the Loan Parties, taken as a whole; plus

(ii) 90% of the Eligible Credit Card Receivables of the Loan Parties, taken as a whole; plus

(iii) the lesser of (i) (x) 75% of the Cost of the Eligible Inventory of the Loan Parties, taken as a whole, net of (y) Inventory Reserves and (ii) (x) 85% of the Appraised Value of the Eligible Inventory of the Loan Parties, taken as a whole, net of (y) Inventory Reserves; plus

(iv) 100% of the aggregate amount of Borrowing Base Eligible Cash of the Loan Parties, taken as a whole; minus

(v) without duplication, the then amount of all Availability Reserves; and

Notwithstanding anything to the contrary in clauses (a) and (b) above, in the event that the Initial Asset Appraisals and Field Audit Date has not occurred on or prior to the date that is 60 days (or such later date as the Administrative Agent may agree in its sole discretion) after the Closing Date, the “Borrowing Base” shall thereafter be $0 at all times until the Initial Asset Appraisals and Field Audit Date (at which time the “Borrowing Base” shall be calculated as set forth in clause (b) above).

“ Borrowing Base Certificate ” means a certificate substantially in the form of Exhibit B hereto (with such changes therein as may be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Responsible Officer of

the Lead Borrower or of GMS, which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent.

“ Borrowing Base Eligible Cash ” means cash and Cash Equivalents (other than Cash Equivalents specified in clause (h) of the definition of “Cash Equivalents”) of the Loan Parties that is (a) subject to a first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties and is not otherwise Ineligible Cash and (b) held in deposit or securities accounts subject to a Blocked Account Agreement and maintained in the name of any Loan Party.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, is a day that is also a London Banking Day .

“ Capital Expenditures ” means, as of any date for the applicable period then ended, all capital expenditures of the Lead Borrower and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP.

“ Capitalized Lease ” means any lease that has been or should be, in accordance with GAAP (subject to Section 1.03(c) ), recorded as a capitalized lease.

“ Cash Collateral Account ” means a blocked, non-interest bearing deposit account at Wells Fargo or a financial institution selected by the Collateral Agent, in the name of the Lead Borrower and under the sole dominion and control of the Collateral Agent, and otherwise established in a manner satisfactory to the Collateral Agent.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Administrative Agent, each applicable L/C Issuer, the Swing Line Lender or the Revolving Credit Lenders, as collateral or other credit support for L/C Obligations, Obligations in respect of Swing Line Loans or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances or (b) if the Swing Line Lender or the applicable L/C Issuer benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Collateral Agent and the Swing Line Lender or the applicable L/C Issuer, as applicable.

“ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Dominion Trigger Event ” means (a) the occurrence and continuance of any Event of Default or (b) the failure of the Borrowers to maintain Availability of at least the greater of (x) $15,000,000 and (y) 10% of the Line Cap for five (5) consecutive days.

“ Cash Dominion Recovery Event ” means Availability is at least the greater of (a) $15,000,000 and (b) 10% of the Line Cap for thirty (30) consecutive days and no Default is outstanding during such thirty (30) day period.

“ Cash Dominion Trigger Period ” means the period commencing with a Cash Dominion Trigger Event and ending with a Cash Dominion Recovery Event.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Lead Borrower or any of its Restricted Subsidiaries:

(a) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of the United States (including, in each case, any agency or instrumentality thereof), the payment of which is backed by the full faith and credit of the United States, and which are not callable or redeemable at the issuer’s option;

(b) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is organized under, or authorized to operate as a bank or trust company under, the laws of the United States; provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 and whose long-term debt is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally recognized rating agency;

(c) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(d) marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities) having a rating of at least P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Lead Borrower);

(e) repurchase obligations with a term of not more than 30 days for underlying Investments of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;

(f) Investments, classified in accordance with GAAP as Current Assets of the Lead Borrower or any of its Restricted Subsidiaries, in money market investment programs, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of which are limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a) , through (e) of this definition;

(g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above; and

(h) (x) such local currencies in those countries in which the Lead Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary

course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in which Lead Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business.

“ Cash Interest Charges ” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, Consolidated Interest Charges that have been paid or are payable in cash during such period net of cash interest income.

“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements permitted under Article VII that is entered into by and between the Lead Borrower or any of its Restricted Subsidiaries and any Cash Management Bank; provided that the aggregate amount of Cash Management Agreements entered into by Restricted Subsidiaries that are not Loan Parties shall not exceed $35,000,000 at any time outstanding.

“ Cash Management Bank ” means any Person that (a) at the time it enters into a Cash Management Agreement, is an Agent, an Arranger, a Lender or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer or (b) is, as of the Closing Date, an Agent, an Arranger, a Lender or a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer and a party to a Cash Management Agreement as of the Closing Date, in each case, in its capacity as a party to such Cash Management Agreement. For the avoidance of doubt, such Person shall continue to be a Cash Management Bank with respect to the applicable Cash Management Agreement even if it ceases to be an Agent, an Arranger, a Lender or a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer after the date on which it entered into such Cash Management Agreement.

“ Casualty Event ” means any event that gives rise to the receipt by the Lead Borrower or any of its Restricted Subsidiaries of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon).

“ CFC Holdco ” means a Subsidiary (a) that has no material assets other than the equity of one or more Foreign Subsidiaries or (b) that is treated as a disregarded entity for U.S. federal income tax purposes that holds equity of one or more Foreign Subsidiaries.

“ Change in Law ” means the occurrence, after the Closing Date, 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, standard 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, standards or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, standards 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.

“ Change of Control ” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken as a whole or the Lead Borrower and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)) other than one or more Permitted Holders; or

(ii) the adoption of a plan relating to the liquidation or dissolution of Holdings or the Lead Borrower; or

(iii) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined in clause (i) above) other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the issued and outstanding Voting Stock of Holdings or the Lead Borrower measured by voting power rather than number of shares; or

(iv) the first day on which a majority of the members of the Board of Directors of Holdings or the Lead Borrower are not Continuing Directors; or

(v) Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Lead Borrower; or

(vi) a “Change of Control” (as defined in the First Lien Credit Agreement or Second Lien Credit Agreement) shall occur.

“ Closing Date ” means the first date on which all of the conditions precedent in Article IV are satisfied or waived in accordance with Article IV .

Target operates in general ; (d) resulting from or relating to any change in Laws or GAAP or authoritative interpretations thereof; (e) resulting from or relating to the failure of the Business to meet projections, forecasts or estimates delivered to any Person ( provided that the underlying causes of such failures may be considered in determining whether there is a Closing Material Adverse Effect unless otherwise provided in this definition); (f) resulting from or relating to any natural or man-made disaster or acts of God, or (g) resulting from or relating to actions of the Target or any of its Affiliates which Buyer has expressly requested or to which Buyer has expressly consented; except, in the case of clauses (b), (c), (d) or (f), where such change, effect, event, occurrence, fact or condition disproportionately affects the Target, taken as a whole, relative to other participants in the industries in which the Target operates. Capitalized terms used above in the definition of “Closing Material Adverse Effect” without definition shall have the meanings assigned to them in the Acquisition Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended (unless otherwise provided herein).

“ Collateral ” means all of the “ Collateral ” referred to in the Collateral Documents and all of the other property and assets that are or are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Collateral Access Agreement ” means an agreement reasonably satisfactory in form and substance to the Collateral Agent executed by (a) a bailee or other Person in possession of Collateral and (b) any landlord of real property leased by any Loan Party, pursuant to which such Person (i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located in or on such real property, (iii) provides the Collateral Agent with access to the Collateral held by such bailee or other Person or located in or on such real property, (iv) as to any landlord, provides the Collateral Agent with a reasonable time to sell and dispose of the Collateral from such real property and (v) makes such other agreements with the Collateral Agent as the Collateral Agent may reasonably require.

“ Collateral Agent ” means Wells Fargo, in its capacity as collateral agent under the Loan Documents, and any successor collateral agent.

“ Collateral Documents ” means, collectively, the Security Agreement, the ABL/Term Intercreditor Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, Blocked Account Agreements or other control agreements, Collateral Access Agreements, Credit Card Notifications, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, the Collateral Agent and the Lenders pursuant to Section 6.12 or 6.14 , and each of the other agreements, instruments or documents entered into by a Loan Party that creates or purports to create a Lien over all or any part of its assets in respect of the ABL Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment Fee ” has the meaning specified in Section 2.09(a) .

“ Commitment Fee Percentage ” means (a) at any time that the Total Outstandings (excluding the Outstanding Amount of Swing Line Loans) is less than or equal to 50% of the Line Cap, 0.375% per annum , and (b) at any time that the Total Outstandings is greater than 50% of the Line Cap, 0.25% per annum.

“ Commitment Letter ” means the Commitment Letter, dated as of February 11, 2014 (as amended, supplemented or otherwise modified by the Joinder to Commitment Letter, dated as of February 25, 2014), among the Lead Borrower, Wells Fargo Bank, N.A., SunTrust Robinson Humphrey, Inc., SunTrust Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Royal Bank of Canada, UBS AG, Stamford Branch, and UBS Securities LLC.

“ Committed Loan Notice ” means a notice of (a) a Revolving Credit Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which shall be substantially in the form of Exhibit A-1 .

“ 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.

“ Company Plan ” means a Plan other than a Multiemployer Plan.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

“ Connection Income Taxes ” means (a) Taxes that are imposed on or measured by net income (however denominated) or (b) that are franchise Taxes, in each case that are imposed as a result of a present or former connection between any Agent, Lender, L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower or any other Loan Party hereunder and the jurisdiction imposing such Tax (other than connections arising solely 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 Term Loan or Loan Document).

“ Concentration Account ” has the meaning specified in Section 6.18(c) .

“ Consolidated Cash Taxes ” means, as of any date for the applicable period ending on such date with respect to the Lead Borrower and its Restricted Subsidiaries on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP, to the extent the same are payable in cash with respect to such period.

“ Consolidated EBITDA ” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (other than clause (xix)) , without duplication,

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net

Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations (collectively, “ Consolidated Interest Charges ”),

(ii) provision for taxes based on income, profits or capital of the Lead Borrower and its Restricted Subsidiaries, including, without limitation, Federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization expense (including amortization of intangible assets),

(iv) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Lead Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting,

(v) any costs or expenses incurred 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 Equity Interests of Holdings (other than Disqualified Equity Interests),

(vi) all extraordinary, non-recurring or unusual losses and charges,

(vii) costs and expenses in connection with branch startups, provided that the aggregate amount of add backs made pursuant to this clause (vii) , when added to the aggregate amount of add backs pursuant to clauses (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clauses (ix) or (xix) below),

(viii) cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions,

(ix) cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix) , when added to the aggregate amount of add backs pursuant to clause (vii) above and clause (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix) , clause (vii) above or clause (xix) below),

(x) transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents, the First Lien Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated),

(xi) any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business,

(xii) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Lead Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period),

(xiii) management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) ,

(xiv) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment permitted under Section 7.02 ,

(xv) non-cash losses from Joint Ventures and non-cash minority interest reductions,

(xvi) fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.14 ,

(xvii) other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period,

(xviii) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items, and

(xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Lead Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Lead Borrower or any Restricted Subsidiary, any operational changes (including, without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Lead Borrower or of GMS shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 , certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Lead Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition or disposition or any operational change, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings,

operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix) , when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix) ), minus

(i) Federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense),

(ii) non-recurring income or gains from discontinued operations

(iii) all extraordinary, non-recurring or unusual gains and non-cash income during such period,

(iv) any gains realized upon the disposition of property outside of the ordinary course of business, and

(v) the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(viii) and 7.06(i) (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Lead Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Lead Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to this definition), plus or minus

(d) unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP.

Notwithstanding anything to the contrary, Consolidated EBITDA shall be deemed to be $21,900,000 for the fiscal quarter ended on April 30, 2013, $22,900,000 for the fiscal quarter ended on July 31, 2013, $27,400,000 for the fiscal quarter ended on October 31, 2013 and $21,000,000 for the fiscal quarter ended on January 31, 2014.

“ Consolidated Funded Indebtedness ” means all Indebtedness of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), excluding (i) net obligations under any Swap Contract, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of the applicable Person, (iii) any deferred compensation arrangements, (iv) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions, or (v) obligations in respect of letters of credit (including Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn. The amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or, if less, the fair market value of such identified asset.

“ Consolidated Interest Charges ” has the meaning specified in clause (b)(i) of the definition of “Consolidated EBITDA”.

“ Consolidated Net Income ” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items, (ii) any amounts attributable to Investments in any Unrestricted Subsidiary or Joint Venture to the extent that either (x) such amounts have not been distributed in cash to such Person and its Restricted Subsidiaries during the applicable period, (y) such amounts were not earned by such Unrestricted Subsidiary or Joint Venture during the applicable period or (z) there exists in respect of any future period any encumbrance or restriction on the ability of such Unrestricted Subsidiary or Joint Venture to pay dividends or make any other distributions in cash on the Equity Interests of such Unrestricted Subsidiary or Joint Venture held by such Person and its Restricted Subsidiaries, (iii) the cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (iv) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Lead Borrower or is merged into or consolidated with the Lead Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis ), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during such period there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent that such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary of such Person that is not itself subject to any such encumbrance or restriction, (vi) cancellation of Indebtedness income arising out of prepayments made in accordance with Section 2.03(a)(iii) of the First Lien Credit Agreement or the Second Lien Credit Agreement, and (vii) any income (loss) for such period attributable to the early extinguishment of (a) Indebtedness, (b) obligations

under any Swap Contracts or (c) other derivative instruments), as determined in accordance with GAAP.

“ Consolidated Scheduled Funded Debt Payments ” means, as of any date for the applicable period ending on such date with respect to the Lead Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments of such Funded Debt (including as required pursuant to Section 2.05 ) as determined in accordance with GAAP.

“ Consolidated Total Assets ” means, as of any date, the total assets of the Lead Borrower and its consolidated Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of the Lead Borrower as of such date.

“ Continuing Directors ” means the directors of each of Holdings and the Lead Borrower on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the Board of Directors of Holdings or the Lead Borrower is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Sponsor in his or her election by the stockholders of Holdings or of the Lead Borrower.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate”.

“ Cost ” means the lower of cost or market value of Inventory, based upon the Borrowers’ accounting practices, known to the Administrative Agent, which practices are in effect on the Closing Date as such calculated cost is determined from invoices received by the Borrowers or Guarantors, the Borrowers’ or Guarantors’ purchase journals or the Borrowers’ or Guarantors’ stock ledger. “Cost” does not include Inventory capitalization costs or other non-purchase price charges used in the Lead Borrower’s calculation of cost of goods sold; provided , however, that any freight charges may be included in “Cost”.

“ Covenant Recovery Event ” means Availability is at least the greater of (a) $15,000,000 and (b) 10% of the Line Cap for thirty (30) consecutive days and no Default is outstanding during such thirty (30) day period.

“ Covenant Trigger Event ” means (a) the occurrence and continuance of any Event of Default or (b) the failure of the Borrowers to maintain Availability of at least the greater of (i) $15,000,000 and (ii) 10% of the Line Cap.

“ Covenant Trigger Period ” means the period commencing with a Covenant Trigger Event and ending with a Covenant Recovery Event.

“ Credit Card Notification ” has the meaning provided in Section 6.18(a) .

“ Credit Card Receivables ” means each Account, together with all income, payments and proceeds thereof, owed by any Acceptable Credit Card Processor to any Borrower resulting from charges by a customer of such Borrower on credit or debit cards issued by such Acceptable Credit Card Processor in connection with the sale of goods by such Borrower, or services performed by such Borrower, in each case in the ordinary course of its business.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Credit Suisse ” means Credit Suisse AG, acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ CS Securities ” means Credit Suisse Securities (USA) LLC and its successors.

“ Cure Amount ” has the meaning specified in Section 8.03 .

“ Cure Right ” has the meaning specified in Section 8.03 .

“ Current Assets ” means, with respect to any Person, all assets of such Person that, in accordance with GAAP, would be classified as current assets on the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP.

“ Customer Credit Liabilities ” means at any time, the aggregate remaining value at such time of outstanding merchandise credits of any Borrower .

“ DDA ” means each checking, savings or other demand deposit account or securities account (other than any Excluded DDA) maintained by any of the Loan Parties. All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral and the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuers shall have no duty to inquire as to the source of the amounts on deposit in any DDA.

“ Debt Issuance ” means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, 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 or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.0% per annum ; provided , however , that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the Eurodollar Rate plus the Applicable Rate applicable to such Eurodollar Rate Loan plus 2.0% per annum , in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means, subject to Section 2.16(b) , any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line 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 Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Lead Borrower, the Administrative Agent, the Swing Line Lender or any L/C Issuer 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 Lenders’ obligation to fund a 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 the applicable default, if any, 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 the Administrative Agent, the Lead Borrower or an L/C Issuer, to confirm in writing to the Administrative Agent, the Lead Borrower or such L/C Issuer 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 the Administrative Agent, the Lead Borrower or such L/C Issuer), 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, or (ii) had appointed for it a receiver, 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 Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; provided, further, that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to a Lender of a Lender’s direct or indirect parent company under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not result in a Lender being deemed a Defaulting Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under 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 2.16(b) ) upon delivery of written notice

of such determination to the Lead Borrower, the Swing Line Lender, each L/C Issuer and each Lender.

“ Designated Term Representative ” means “Designated Term Representative” as defined in the ABL/Term Intercreditor Agreement.

“ Dilution Percentage ” means, as of any date of determination, with respect to a Borrower, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar 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.

“ Disposition ” or “ Dispose ” means the sale, assignment, transfer, license, lease or other disposition of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Restricted Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests 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 Equity Interests), pursuant to a sinking fund obligations 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 Loans and all other ABL Obligations that are accrued and payable and the termination of the Revolving Credit Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Latest Maturity Date of all Revolving Credit Commitments and Loans then in effect; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings, the Lead Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Documentation Agent ” means each of Credit Suisse Securities (USA) LLC, UBS Securities LLC, and SunTrust Bank, as co-Documentation Agents under the Loan Documents.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary of Holdings (other than any CFC Holdco) that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Eligible Accounts ” means at the time of any determination thereof, each Account (other than any Credit Card Receivables) that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (a) has been earned by performance and represents the bona fide amounts due to any Loan Party from an Account Debtor, and in each case originated in the ordinary course of business of any Loan Party and (b) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (u) below. Without limiting the foregoing, to qualify as an Eligible Account, an Account shall indicate no Person other than any Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance and service charges or other allowances (including any amount that any Loan Party may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by any Loan Party to reduce the amount of such Eligible Account. Except as otherwise agreed by the Administrative Agent in its Permitted Discretion, any Account included within any of the following categories shall not constitute an Eligible Account:

(a) Accounts which either are 60 days or more past due or are unpaid more than 120 days after the original invoice date;

(b) Accounts (i) that are not subject to a perfected first priority Lien in favor of the Secured Parties or (ii) with respect to which the Loan Parties do not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent pursuant to the Collateral Documents and any Lien permitted under Section 7.01 );

(c) Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted or is known to the Loan Parties or where the Account Debtor is a creditor of a Loan Party (to the extent of such claim, counterclaim, offset or chargeback);

(d) Accounts due from an Account Debtor which (i) is the subject of any proceeding under any Debtor Relief Law unless (x) such Account is supported by a letter of credit satisfactory to the Collateral Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank) or (y) such Account Debtor has received debtor-in-possession financing sufficient as determined by the Collateral Agent in its Permitted Discretion to finance its ongoing business activities or (ii) the Account Debtor obligated under such Account, makes a general assignment for the benefit of any Loan Party or issues to any Loan Party notes receivables with respect to amounts owed under any Account of such Account Debtor;

(e) Accounts which are not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;

(f) Accounts which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents with respect thereto;

(g) Accounts owed by an Account Debtor where 50% or more of the total amount of all Accounts owed by that Account Debtor are deemed ineligible under clause (a) of this definition;

(h) Accounts with respect to which an Account Debtor is an Affiliate, employee, officer, director or agent of any Borrower (other than another portfolio company of the Sponsor that constitutes an Affiliate of a Borrower solely by virtue of being such a portfolio company);

(i) Accounts that are not payable in Dollars;

(j) Accounts with respect to which an Account Debtor maintains its chief executive office or is organized under the laws of a foreign jurisdiction other than Canada or any province thereof, unless (i) the Account is supported by an irrevocable letter of credit satisfactory to the Collateral Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank) or (ii) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to the Collateral Agent, in its Permitted Discretion;

(k) Accounts with respect to which an Account Debtor is the Federal government of the United States or any department, agency or instrumentality of the United States having an aggregate value at any time in excess of the lesser of (i) $5,000,000 and (ii) 5% of Eligible Accounts (exclusive, however, of Accounts with respect to which any Borrower has complied, to the reasonable satisfaction of the Administrative Agent, with the Assignment of Claims Act, 31 USC § 3727);

(l) Accounts with respect to which an Account Debtor is the Federal government of Canada or any department, agency or instrumentality of Canada or the provincial government or any department, agency, or instrumentality thereof, in each case, which restricts the assignment of Crown debts, unless the applicable Loan Party has obtained the consent of the requisite Governmental Authority to the assignment of the Account to the Collateral Agent and otherwise complied to the reasonable satisfaction of the Collateral Agent with the applicable Canadian provincial and territorial law relating to financial administration and assignment of Crown obligations;

(m) Accounts with respect to an Account Debtor and its Affiliates (other than any Investment Grade Account Debtor) whose total obligations owing to any Borrower or any Subsidiary of the Lead Borrower exceed 15% of all Accounts owed to all Loan Parties, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage;

(n) Accounts with respect to which any return, rejection or repossession of any of the merchandise giving rise to such Account has occurred, but only to the extent of the value of the goods returned, rejected or repossessed;

(o) Accounts that are evidenced by an Instrument or a Chattel Paper;

(p) Accounts that have not been invoiced and representing goods that have not been shipped and billed and have not been recognized as received by the applicable Account Debtor;

(q) (i) Accounts with respect to which the Account Debtor’s obligations to make a payment under, is not absolute or (ii) Account representing a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to any Loan Party’s completion of a further performance under such contract or is subject to the equitable lien of a surety bond issuer;

(r) Accounts that arise with respect to goods that are delivered on a bill-and-hold, cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional;

(s) Accounts in respect of which there has been, or should have been, established by any Borrower a contra account, whether in respect of contractual allowances with respect to such Account, audit adjustment, anticipated discounts or otherwise (to the extent of such contra account);

(t) Accounts the collection of which the Administrative Agent determines in its Permitted Discretion to be doubtful by reason of the Account Debtor’s financial condition; or

(u) Accounts acquired in Permitted Acquisitions having an aggregate face amount in excess of $20,000,000 with respect to which a field exam from a field examiner satisfactory to the Administrative Agent was not previously received, unless and until the Administrative Agent has completed or received (A) a field exam of such Accounts from a field examiner satisfactory to the Administrative Agent and establishes Reserves (if applicable) therefor, and otherwise agrees that such Accounts shall be deemed Eligible Accounts, and (B) such other due diligence as the Administrative Agent may require, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent.

Notwithstanding the foregoing: (i) the Administrative Agent may not change any eligibility criteria or establish any Reserve for Eligible Account unless the Borrowers are given at least five (5) Business Days prior written notice of the implementation of such change or the establishment of such Reserve and, upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers to afford the Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso of Section 2.01(b) ; and (ii) no fact or circumstance known to the Administrative Agent to exist on the Closing Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Accounts.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (v) .

“ Eligible Credit Card Receivables ” means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (a) has been earned by performance and represents the bona fide amounts due to any Loan Party from an Acceptable Credit Card Processor, and in each case originated in the ordinary course of business of any Loan Party, and (b) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (h) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than any Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that any Loan Party may be obligated to rebate to a customer, a credit card payment processor, or Acceptable Credit Card Processor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by any Loan Party to reduce the amount of such Credit Card Receivable. Except as otherwise agreed by the Administrative Agent in its Permitted Discretion, any Credit Card Receivable included within any of the following categories shall not constitute an Eligible Credit Card Receivable:

(a) Credit Card Receivables which do not constitute an Account;

(b) Credit Card Receivables that have been outstanding for more than five (5) Business Days from the date of sale;

(c) Credit Card Receivables (i) that are not subject to a perfected first priority Lien in favor of the Secured Parties, or (ii) with respect to which the Loan Parties do not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral Agent pursuant to the Collateral Documents and any Lien permitted under Section 7.01 );

(d) Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted (to the extent of such claim, counterclaim, offset or chargeback);

(e) Credit Card Receivables with respect to which the Acceptable Credit Card Processor has recourse to the Borrowers or the Guarantors in the event of non-payment by the holder of the applicable credit card;

(f) Credit Card Receivables due from an issuer or payment processor of the applicable Credit Card which is the subject of any proceeding under any Debtor Relief Law;

(g) Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable credit card issuer with respect thereto; or

(h) Credit Card Receivables which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Credit Card Receivables.

Notwithstanding the foregoing: (i) the Administrative Agent may not change any eligibility criteria or establish any Reserve for Eligible Credit Card Receivables unless the Borrowers are given at least five (5) Business Days prior written notice of the implementation of such change or the establishment of such Reserve and, upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers to afford the Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso of Section 2.01(b) ; and (ii) no fact or circumstance known to the Administrative Agent to exist on or prior to the Closing Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Credit Card Receivables.

“ Eligible Inventory ” means, as of the date of determination thereof, without duplication, items of Inventory of any Loan Party that are finished goods, merchantable and readily saleable to the public in the ordinary course of business, in each case that, (A) comply in all material respects with each of the representations and warranties respecting Inventory made by the Borrowers in the Loan Documents, and (B) are not excluded as ineligible by virtue of one or more of the criteria set forth below. In determining the amount to be so included, Inventory shall be reduced by, without duplication, the amount of all accrued and actual vendor rebates and discounts. The following items of Inventory shall not be included in Eligible Inventory:

(a) Inventory that is not solely owned by any Loan Party or with respect to which any Loan Party does not have good, marketable and valid title thereto;

(b) Inventory that is leased by or is on consignment to any Loan Party or which is consigned by any Loan Party to a Person which is not a Loan Party;

(c) Inventory that is in-transit, except for Inventory which has been shipped inside the United States and, unless such Inventory is shipped by one Loan Party to another Loan Party, for which documents satisfactory to the Administrative Agent evidencing title of the Loan Parties in such Inventory have been received by the Administrative Agent, either (i) between the locations owned or leased by the Loan Parties or (ii) from a domestic location owned or leased by a Loan Party for receipt by any third party within the United States or from a domestic location of a third party for receipt by a Loan Party at a location that is owned or leased by a Loan Party, in each case of the foregoing clause (ii), which has not been in-transit for more than fifteen (15) days following the date of shipment, which Inventory described in the foregoing clause (ii) is fully insured (as required by this Agreement) for the Cost of such Inventory and with respect to which the title either remains in the name of a Loan Party or has passed to a Loan Party, as applicable;

(d) Inventory that is comprised of goods which (i) are damaged, defective, “seconds”, or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work-in-process, raw materials, or that constitute, spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in any Loan Party’s business, (iv) are seasonal in nature and which have been packed away for sale in the subsequent season, (v) not in compliance with all standards imposed by any Governmental

Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods;

(e) Inventory that is not subject to a perfected first priority Lien in favor of the Secured Parties;

(f) Inventory that consists of samples, labels, bags, and other similar non-merchandise categories;

(g) Inventory that is not insured in compliance with the provisions of Section 6.07 hereof;

(h) Inventory that has been sold but not yet delivered;

(i) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party which would require the payment of fees or royalties to, or the consent of, the licensor under such agreement for any sale or other disposition of such Inventory by the Administrative Agent, and the Administrative Agent shall have determined in its Permitted Discretion that it cannot sell or otherwise dispose of such Inventory in accordance with Article 9 of the Uniform Commercial Code without violating any such licensing, patent, royalty, trademark, trade name or copyright agreement;

(j) Inventory acquired in Permitted Acquisitions (x) having an aggregate value exceeding the lesser of (1) $15,000,000 or (2) 10% of the gross value of Eligible Inventory, as reported on the most recent Borrowing Base Certificate delivered to the Administrative Agent, in accordance with Section 6.02, prior to such date of determination or (y) which is not of the type usually sold in the ordinary course of any Loan Party’s business, in each case, unless and until the Administrative Agent has completed or received (A) an appraisal of such Inventory from an independent appraiser satisfactory to the Administrative Agent and establishes Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be deemed Eligible Inventory, and (B) such other due diligence as the Administrative Agent may require, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent;

(k) Inventory that is not located in the United States or Canada;

(l) Inventory located in any location leased by a Borrower or that is in the possession of any bailee, warehouseman or similar party unless (i) the applicable lessor or party shall have executed and delivered to the Administrative Agent a Collateral Access Agreement or (ii) the Administrative Agent has established a Availability Reserve; or

(m) Inventory which the Administrative Agent determines in its Permitted Discretion does not meet such other reasonable eligibility criteria for Inventory as the Administrative Agent may determine.

Notwithstanding the foregoing: (i) the Administrative Agent may not change any eligibility criteria or establish any Reserve for Eligible Inventory unless the Borrowers are given at least five (5) Business Days prior written notice of the implementation of such change or the

establishment of such Reserve and, upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers to afford the Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso of Section 2.01(b) ; and (ii) no fact or circumstance known to the Administrative Agent to exist on or prior to the Closing Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Inventory.

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances, rules, judgments, orders, decrees or binding judicial or administrative decisions relating to pollution and the protection of the environment (including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface or subsurface land, plant and animal life or any other natural resource), and public and worker health and safety as it relates to Hazardous Materials, including those related to the generation, use, handling, storage, transportation, treatment, recycling, labeling or Environmental Release of, or exposure to, any Hazardous Materials.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, natural resource damages, costs of environmental remediation, investigation or monitoring, consulting costs and attorney fees, and fines or penalties) resulting from or based upon (a) any Environmental Law, including any noncompliance therewith, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) an Environmental Release or threatened Environmental Release of any Hazardous Materials or (e) any contract, agreement or other binding consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Environmental Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, dispersal, dumping or disposing into or through the indoor or outdoor environment.

“ Equity Contribution ” has the meaning specified in the definition of the “Transactions.”

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ Equity Issuance ” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of

options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated), that together with any Loan Party, is treated as a single employer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 302 of ERISA or Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the withdrawal of any of the Loan Parties or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any of the Loan Parties or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is in at-risk status, as defined in Section 430 of the Code or Section 303 of ERISA, or the determination that any Multiemployer Plan is in endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA; (h) 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 Loan Party or any ERISA Affiliate; (i) the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan; or (j) the failure to meet the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan.

“ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

	Eurodollar Rate =		Eurodollar Base Rate
	Eurodollar Rate =		1.00 – Eurodollar Reserve Percentage

where,

“ Eurodollar Base Rate ” means, with respect to any Borrowings, conversions or continuations for any Interest Period, the rate per annum equal to (i) the rate determined by the Administrative Agent to be the applicable Screen Rate at approximately 11:00 a.m. (London Time) on the date that is two (2) Business Days prior to the commencement of such Interest Period, for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, converted or continued and with a term equivalent to such Interest Period would be offered to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London Time) on the date that is two (2) Business Days prior to the commencement of such Interest Period.

“ Eurodollar Rate Loan ” means a Loan that bears interest at the Eurodollar Rate.

“ Eurodollar Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, supplemental, marginal or other reserve requirement) with respect to Eurodollar funding (currently referred to as “Eurodollar liabilities”). The Eurodollar Rate for each outstanding Loan the interest on which is determined by reference to the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Evidence of Flood Insurance ” has the meaning specified in Section 6.12(d) .

“ Excluded DDA ” means (a) zero balance disbursement accounts, (b) to the extent used exclusively to hold funds in trust for the benefit of third parties, (i) payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow, defeasance and redemption accounts and (iv) fiduciary or trust accounts, (c) local cash accounts which are not a part of the cash management system described in Section 6.18 and which, in the case of this clause (c), do not any time contain funds in excess of $350,000 individually or $3,000,000 in the aggregate together with all other such local cash accounts, and (d) the Term Priority Collateral Accounts.

“ Excluded Subsidiary ” means any Subsidiary of the Lead Borrower that is (i) a Foreign Subsidiary or a Foreign Subsidiary of a Domestic Subsidiary or a CFC Holdco, (ii) an Immaterial Subsidiary, (iii) prohibited by applicable law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from providing a Subsidiary Guaranty or that would require a governmental (including regulatory) or third party consent, approval, license or authorization in order to grant such Subsidiary Guaranty (to the extent that the Lead Borrower has used commercially reasonable efforts (not involving spending money in excess of de minimis

amounts) to obtain such consent, approval, license or authorization), (iv) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (v) captive insurance companies, (vi) a not-for-profit Subsidiary, (vii) a Subsidiary not wholly-owned (other than any such Subsidiary described in the parenthetical in clause (ii) of the definition of Guarantor) by the Lead Borrower and/or one or more of its wholly owned Restricted Subsidiaries, (viii) any Unrestricted Subsidiary and (ix) a Subsidiary to the extent that the burden or cost of obtaining a Subsidiary Guaranty therefrom is excessive in relation to the benefit afforded thereby (as reasonably determined by the Administrative Agent and the Lead Borrower).

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 14 of the Subsidiary Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ” means, with respect to any Agent, Lender or any other recipient of any payment to be made by or on account of any obligation of the Lead Borrower or any other Loan Party hereunder, (a) Taxes (i) imposed on (or measured by) its overall net income or overall gross income (however denominated) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender (excluding any L/C Issuer), in which its applicable Lending Office is located, or (ii) that are imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising solely 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 Loan or Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Lead Borrower under Section 3.07 ), any United States federal withholding Tax that is imposed on amounts payable to such Foreign Lender pursuant to a law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01(a) , (d) Taxes attributable to such recipient’s failure to comply with Section 3.01(g) or Section 3.01(h) and (e) any United States federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means the Second Amended and Restated Revolving Credit Agreement, dated as of April 14, 2010 (as amended, supplemented or otherwise modified from time to time prior to the Closing Date), by and among GMS and each of the subsidiaries of GMS from time to time party thereto, as borrowers, the financial institutions from time to time party thereto, as lenders, and SunTrust Bank, as administrative agent, issuing bank and swingline lender.

“ Existing Letters of Credit ” means those “Letters of Credit” issued under the Existing Credit Agreement and outstanding immediately prior to the Closing Date, and set forth on Schedule III .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FCPA ” has the meaning specified in Section 5.21 .

“ 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, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the Fee Letter, dated as of February 11, 2014 (as amended, supplemented or otherwise modified by the Joinder to Fee Letter, dated as of February 25, 2014), among the Lead Borrower, Wells Fargo Bank, N.A., SunTrust Humphrey, Inc., SunTrust Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Royal Bank of Canada, UBS AG, Stamford Branch, and UBS Securities LLC.

“ First Lien Administrative Agent ” means the “Administrative Agent” as defined in the First Lien Credit Agreement.

“ First Lien Collateral Agent ” means the “Collateral Agent” as defined in the First Lien Credit Agreement.

“ First Lien Credit Agreement ” means the First Lien Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms and with the ABL/Term Intercreditor Agreement), among Holdings, the Lead Borrower, the First Lien Lenders, the First Lien Administrative Agent and the First Lien Collateral Agent, including any replacement thereof entered into in connection with one or more refinancings thereof permitted hereunder (so long as the documents governing such

replacement constitute “Term Debt Documents” for purposes of the ABL/Term Intercreditor Agreement).

“ First Lien Lender ” means any “Lender” as defined in the First Lien Credit Agreement.

“ First Lien Loan Documents ” means the First Lien Credit Agreement and the other “Loan Documents” as defined in the First Lien Credit Agreement.

“ First Lien Loans ” means the “Loans” as defined in the First Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental First Lien Term Loans (as defined in the First Lien Credit Agreement).

“ Fixed Charge Coverage Ratio ” means, with respect to the Lead Borrower and its Restricted Subsidiaries on a consolidated basis as of any date, the ratio of (a) (i) Consolidated EBITDA for such period, minus (ii) Unfinanced Capital Expenditures (excluding any Capital Expenditures made with all or any portion of the proceeds, applied within twelve months after the receipt thereof, from (x) any Casualty Event or (y) any Disposition (in the case of each of (x) and (y)), other than Inventory and Accounts)) made during such period to (b) the sum of (i) all Consolidated Scheduled Funded Debt Payments plus (ii) all Cash Interest Charges plus (iii) all Consolidated Cash Taxes, in each case for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) , as applicable, all as determined on a consolidated basis in accordance with GAAP.

“ Flood Determination Form ” has the meaning specified in Section 6.12(d) .

“ Flood Hazard Property ” has the meaning specified in Section 6.12(d) .

“ Flood Laws ” means the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).

“ Foreign Lender ” means any Lender that is not a United States person, as such term is defined in Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary of the Lead Borrower which is not a Domestic Subsidiary.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans other than Swing Line 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.

“ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funded Debt ” of any Person means Indebtedness of such Person that by its terms matures more than one (1) year after the date of its creation or matures within one (1) year from any date of determination but is renewable or extendible, at the option of such Person, to a date more than one (1) year after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year after such date.

“ 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.

“ GMS ” has the meaning specified in the “Preliminary Statements”.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” means, as to any Person, without duplication, any (a) obligation, contingent or otherwise, of such Person Guaranteeing or having the economic effect of Guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect

on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.

“ Guarantors ” means, collectively, (i) Holdings, (ii) each wholly-owned Domestic Subsidiary (which term, for purposes of this definition, shall include non-wholly-owned domestic Restricted Subsidiaries in which (x) the minority interests are held solely by management and employees of such Restricted Subsidiary and (y) the Lead Borrower directly or indirectly owns at least 80% of the Equity Interests of such Restricted Subsidiary) of the Lead Borrower that is a Restricted Subsidiary and is listed on Schedule I , and (iii) each other wholly-owned Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary that shall be required to execute and deliver a Guaranty or Guaranty supplement pursuant to Section 6.12 .

“ Guaranty ” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“ Hazardous Materials ” means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, flammable, explosive or radioactive substances, and all other substances or wastes of any nature regulated as “hazardous” or “toxic”, or as a “pollutant” or a “contaminant”, pursuant to any Environmental Law.

“ Hedge Bank ” means (a) any Person that at the time it enters into a Secured Hedge Agreement, is an Agent, an Arranger, a Lender, a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer or (b) any Person that is, as of the Closing Date, an Agent, an Arranger, a Lender, a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer and a party to a Secured Hedge Agreement as of the Closing Date, in each case, in its capacity as a party to such Secured Hedge Agreement. For the avoidance of doubt, such Person shall continue to be a Hedge Bank with respect to the applicable Secured Hedge Agreement even if it ceases to be an Agent, an Arranger, a Lender, a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer after the date on which it entered into such Secured Hedge Agreement.

“ Holdings ” has the meaning specified in the introductory paragraph to this Agreement.

“ Holdings Guaranty ” means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1 .

“ Honor Date ” has the meaning specified in Section 2.03(c)(i) .

“ Immaterial Subsidiary ” means each Restricted Subsidiary designated as such by the Lead Borrower to the Administrative Agent and the Collateral Agent in writing that meets all of the following criteria calculated on the Pro Forma Basis by reference to the most recently

delivered set of the financial statements delivered pursuant to Section 6.01(a) : (a) the aggregate gross assets (excluding goodwill) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 5% of the Consolidated Total Assets of the Restricted Group as of such date; (b) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 5% of the Consolidated EBITDA of the Restricted Group for such period ; (c) the aggregate gross assets (excluding goodwill) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 10% of the Consolidated Total Assets of the Restricted Group as of such date; and (d) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 10% of the Consolidated EBITDA of the Restricted Group for such period; provided that if, at any time after the delivery of such financial statements, (i) with respect to any Restricted Subsidiary designated as an Immaterial Subsidiary at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (a) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (b) or (ii) with respect to all Restricted Subsidiaries designated as Immaterial Subsidiaries at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (c) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (d) , then the Lead Borrower shall, not later than thirty (30) days after the date by which financial statements for the fiscal quarter or the fiscal year, as applicable, in which such excess occurs must be delivered (or such longer period as the Administrative Agent may agree in its reasonable discretion), (A) notify the Administrative Agent and the Collateral Agent in writing that one or more of such Restricted Subsidiaries no longer constitutes an Immaterial Subsidiary and (B) comply with the provisions of Section 6.12 applicable to such Subsidiary. All Immaterial Subsidiaries as of the Closing Date are set forth on Schedule II .

“ Incremental Amendment ” has the meaning specified in Section 2.14(c) .

“ Incremental Effective Date ” has the meaning specified in Section 2.14(d) .

“ Incremental Revolving Credit Lender ” has the meaning specified in Section 2.14(b) .

“ Ineligible Assignee ” has the meaning specified in Section 10.07(b) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(j) the maximum amount of all Letters of Credit and other letters of credit (including standby and commercial), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments issued or created by or for the account of such Person;

(k) net obligations of such Person under any Swap Contract;

(l) all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (z) expenses accrued in the ordinary course of business);

(m) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(n) all Attributable Indebtedness;

(o) all obligations of such Person in respect of Disqualified Equity Interests; and

(p) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, 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. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For purposes of clause (e) , the amount of Indebtedness of any Person that is non-recourse to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning set forth in Section 10.05 .

“ Indemnified Taxes ” means Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitees ” has the meaning set forth in Section 10.05 .

“ Ineligible Cash ” means, when referring to cash or Cash Equivalents of the Lead Borrower or any other Loan Party, that such cash or Cash Equivalents (a) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Lead Borrower or such other Loan Party (unless such appearance is related to the Collateral Documents (or the Liens created thereunder)) or (b) are subject to any Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(w) (but only to the extent the ABL Obligations are secured on a first priority basis by such cash and Cash Equivalents) and 7.01(ee) (but only to the extent the ABL Obligations are secured on a first priority basis by such cash and Cash Equivalents) and in favor of any Person other than the Collateral Agent or any Lender.

“ Information ” has the meaning specified in Section 10.08 .

“ Initial Asset Appraisals and Field Audit Date ” has the meaning set forth in the definition of “Borrowing Base”.

“ Initial Lenders ” means Wells Fargo, SunTrust, Royal Bank of Canada, Credit Suisse, UBS, and Bank of America, N.A..

“ Initial Mortgaged Properties ” means the properties listed on Schedule 6.14 .

“ Intellectual Property Security Agreement ” means, collectively, the intellectual property security agreement, substantially in the form of Exhibit H hereto together with each intellectual property security agreement supplement, including any such supplement executed and delivered pursuant to Section 6.12 .

“ Intellectual Property Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Intercompany Note ” means a promissory note substantially in the form of Exhibit M evidencing Indebtedness owed among the Loan Parties and their respective Subsidiaries.

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the applicable Loans under the Revolving Credit Facility; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including any Swing Line Loan), the first calendar day immediately following the last calendar day of each January, April, July and October and the Maturity Date of the applicable Loans under the Revolving Credit Facility.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by all Revolving Credit Lenders, twelve months thereafter, as selected by any Borrower in its Committed Loan Notice; provided that:

(q) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(r) any Interest Period 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 calendar month at the end of such Interest Period; and

(s) no Interest Period shall extend beyond the Maturity Date of the applicable Loans under the Revolving Credit Facility.

“ Inventory ” has the meaning given that term in the Uniform Commercial Code, and shall also include, without limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials related to any of the foregoing.

“ Inventory Reserves ” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or in the determination of Appraised Value, such Reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory, or which reflect such other factors as affect the market value of the Eligible Inventory or which reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in connection with the realization upon the Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) Reserves based on:

(a) obsolescence;

(b) seasonality;

(d) imbalance;

(e) change in Inventory character;

(f) change in Inventory composition;

(g) change in Inventory mix;

(h) mark-downs (both permanent and point of sale);

(i) retail mark-ons and mark-ups inconsistent with prior period practice and performance, industry standards, current business plans or advertising calendar and planned advertising events; and

(j) out-of-date and/or expired Inventory; and

(k) seller’s reclamation or repossession rights under any Debtor Relief Laws.

The amount of any Inventory Reserve established by the Administrative Agent hereunder shall have a reasonable relationship to the event, condition or other matter which is the basis for such Inventory Reserve. Furthermore the establishment of any Inventory Reserve hereunder shall be subject to the last sentence of the definition of “Eligible Inventory”.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person, or (d) the Disposition of any property for less than the fair market value thereof (other than Dispositions under Sections 7.05(e) , (i) and (k) ). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns representing a return of capital with respect to such Investment received by the Lead Borrower or a Restricted Subsidiary.

“ Investment Grade Account Debtor ” means any Account Debtor with a corporate credit rating of BBB- or greater from S&P and a corporate family rating of Baa3 or greater from Moody’s.

“ Investors ” has the meaning specified in the definition of the “Transactions”.

“ IP Rights ” has the meaning set forth in Section 5.16 .

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be acceptable to the applicable L/C Issuer and in effect at the time of issuance of such Letter of Credit).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer and the applicable Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“ Joint Venture ” means (a) any Person which would constitute an “equity method investee” of the Lead Borrower or any of its Subsidiaries, and (b) any Person in whom the Lead Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“ Junior Financing ” has the meaning specified in Section 7.14 .

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ L/C Advance ” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof, an amendment or other modification thereto or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Fee ” has the meaning specified in Section 2.03(h) .

“ L/C Issuer ” means the Administrative Agent, SunTrust and each other Lender reasonably acceptable to the Lead Borrower and the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but (a) any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn, or (b) any drawing was made thereunder on or before the last day permitted thereunder and such drawing has not been honored or refused by the applicable L/C Issuer, such Letter of Credit shall be deemed “outstanding” in the amount of such drawing.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity date applicable to any Loans or Revolving Credit Commitments at such time, in each case as extended from time to time in accordance with this Agreement (including pursuant to any Permitted Amendment in accordance with Section 10.01 ).

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial

precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lead Borrower ” has the meaning specified in the introductory paragraph to this Agreement.

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the Swing Line Lender and each L/C Issuer.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“ Letter of Credit ” means any standby, commercial or documentary letter of credit issued hereunder, in form and substance satisfactory to the Administrative Agent and the applicable L/C Issuer, and shall include the Existing Letters of Credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the Latest Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Sublimit ” means an amount equal to $50,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ Lien ” means any mortgage, lease, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“ Line Cap ” means, at any time, the Aggregate Commitments at such time.

“ Liquidation ” means the exercise by the Administrative Agent or the Administrative Agent of those rights and remedies accorded to the Administrative Agent under the Loan Documents and applicable Laws as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing” or other similar sale or any other disposition of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

“ Loan ” means an extension of credit by a Lender to any Borrower under Article II in the form of a Revolving Credit Loan or Swing Line Loan.

“ Loan Documents ” means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) any Incremental Amendment, (viii) any Loan Modification Agreement, (ix) the Borrowing Base Certificates and (x) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement and (b) for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) any Incremental Amendment, (viii) any Loan Modification Agreement, (ix) each Secured Cash Management Agreement, (x) each Secured Hedge Agreement and (x) the Borrowing Base Certificates.

“ Loan Modification Accepting Lender ” has the meaning specified in Section 10.01 .

“ Loan Modification Agreement ” has the meaning specified in Section 10.01 .

“ Loan Modification Offer ” has the meaning specified in Section 10.01 .

“ Loan Parties ” means, collectively, each Borrower and each Guarantor.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“ London Time ” means Greenwich Mean Time or British Summer Time, as applicable.

“ Master Agreement ” has the meaning specified in the definition of “Swap Contract”.

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Lead Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Agents or the Lenders under any Loan Document.

“ Material Real Property ” means any parcel of real property (other than a parcel with a fair market value of less than $2,500,000) owned in fee by any Loan Party.

“ Maturity Date ” means the earlier of (a) April 1, 2019 and (b) the date of termination in whole of the Revolving Credit Commitments, the Swing Line Commitments and the obligations to issue, amend or extend Letters of Credit pursuant to Sections 2.06(a) or 8.02 .

“ Maximum Rate ” has the meaning specified in Section 10.10 .

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgage ” means, collectively, the deeds of trust, trust deeds and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance satisfactory to the Collateral Agent.

“ Mortgaged Policy ” means an American Land Title Association Lender’s Extended Coverage customary title insurance policy.

“ Mortgaged Properties ” means (i) the Initial Mortgaged Properties listed on Schedule 6.14 and (ii) each other parcel of Material Real Property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 6.12(a)(iii) .

“ Multiemployer Plan ” means any Plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Multiple Employer Plan ” means a Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“ Narrative Report ” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Lead Borrower and its Subsidiaries in the form prepared for presentation to senior management of the Lead Borrower for the fiscal quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial statements relate.

“ Net Cash Proceeds ” means, (a) with respect to the issuance of any Equity Interest by the Lead Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance over (ii) the investment banking fees, underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Lead Borrower or such Restricted Subsidiary in connection with such issuance; and (b) with respect to the incurrence or issuance of any Indebtedness by the Lead Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts and commissions, taxes reasonably estimated to be actually payable and other out-of-pocket expenses, incurred by the Lead Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ New York Time ” means Eastern Standard Time or Eastern Daylight Time, as applicable.

“ NFIP ” has the meaning specified in Section 6.12(d) .

“ Non-Consenting Lender ” has the meaning specified in Section 3.07(d) .

“ Non-Extension Notice Date ” has the meaning specified in Section 2.03(b)(iii) .

“ Note ” means a Revolving Credit Note or a Swing Line Note, as the context may require.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Organization Documents ” means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity .

“ Other Equity ” has the meaning specified in the definition of the “Transactions”.

“ Other Taxes ” means any and all present or future stamp, court or documentary, intangible, recording or filing Taxes or any other similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“ Outstanding Amount ” means (a) with respect to the Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Overadvance ” means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.

“ Overadvance Loan ” means a Revolving Credit Loan made when an Overadvance exists or the funding of which results in Overadvance.

“ Participant ” has the meaning specified in Section 10.07(d) .

“ Participant Register ” has the meaning set forth in Section 10.07(i) .

“ PATRIOT Act ” has the meaning specified in Section 10.21 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Protection Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA.

“ Permits ” has the meaning specified in Section 5.01 .

“ Permitted Acquisition ” has the meaning specified in Section 7.02(i) .

“ Permitted Amendments ” has the meaning specified in Section 10.01 .

“ Permitted Discretion ” means the commercially reasonable judgment of the Administrative Agent exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions. In exercising such judgment, the Administrative Agent may consider any factors which it reasonably determines: (a) with respect to any Collateral issues, will or reasonably could be expected to adversely affect in any material respect the value of the Collateral, the enforceability or priority of the Administrative Agent’s Liens thereon or the amount which the Administrative Agent, the Lenders or any L/C Issuer would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral, or (b) is evidence that any collateral report or financial information delivered to the Administrative Agent by any Person on behalf of the applicable Borrower is incomplete, inaccurate or misleading in any material respect, or (c) creates or reasonably could be expected to create a Default or Event of Default. In exercising such judgment, the Administrative Agent may also consider, without duplication, such factors already included in or tested by the definition of Eligible Inventory or Eligible Accounts, as well as any of the following: (i) changes after the Closing Date in any material respect in demand for, pricing of, or product mix of Inventory; (ii) changes after the Closing Date in any material respect in any concentration of risk with respect to Accounts; (iii) any other factors or circumstances that will or would reasonably be expected to have a Material Adverse Effect and (iv) any other factors arising after the Closing Date that change in any material respect the credit risk of lending to the Borrowers on the security of the Collateral.

“ Permitted Encumbrances ” means any Liens or other encumbrances on any Mortgaged Property permitted under the applicable Mortgage Policy delivered by the Lead Borrower in connection with, and pursuant to, the First Lien Credit Agreement.

“ Permitted Equity ” has the meaning specified in the definition of the “Transactions.”

“ Permitted Equity Issuance ” means (a) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of Holdings the proceeds of which are contributed to the common equity of the Lead Borrower, (b) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of the Lead Borrower to Holdings or (c) any capital contribution to the Lead Borrower.

“ Permitted Holders ” means the Sponsor and the members of the management of Holdings and its Subsidiaries (the “ Management Shareholders ”); provided that in no event shall the Management Shareholders be treated as Permitted Holders with respect to more than 10% of the Voting Stock of Holdings.

“ Permitted Other First Lien Indebtedness ” means any “Permitted Other First Lien Indebtedness” (as defined in the First Lien Credit Agreement, as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders ).

“ Permitted Other Second Lien Indebtedness ” means any Permitted Other Second Lien Indebtedness (as defined in the First Lien Credit Agreement, as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders ).

“ Permitted Other Term Indebtedness ” means Permitted Other First Lien Indebtedness and Permitted Other Second Lien Indebtedness.

“ Permitted Refinancing ” means with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement or extension of such Indebtedness; provided that: (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to accrued and unpaid interest, unpaid reasonable premium thereon and reasonable fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder; (ii) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the ABL Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the ABL Obligations on terms as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iv) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced or extended Indebtedness are, (A) either (x) customary for similar debt in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (y) not materially less favorable to the Loan Parties or the Lenders than the

terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and (B) when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Lead Borrower and the Restricted Subsidiaries than those set forth in the First Lien Credit Agreement ( provided that a certificate of the Chief Financial Officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in the foregoing clause (iv) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five (5) Business Day period); (v) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; and (vi) at the time thereof, no Default or Event of Default shall have occurred and be continuing.

“ Permitted Surviving Debt ” has the meaning specified in the definition of the “Transactions”.

“ Permitted Term Indebtedness ” means the First Liens Loans, the Second Lien Loans, any Permitted Term Refinancing Debt and any Permitted Other Term Indebtedness; provided that: (a) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing and (b) the agent, trustee or other representative of the holders of such Indebtedness, acting on behalf of such holders, shall be party to the ABL/Term Intercreditor Agreement or another customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent.

“ Permitted Term Indebtedness Cap ” means an amount equal to the sum of (a) the First Lien Cap (as defined in the Second Lien Credit Agreement as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders) plus (b) the Second Lien Cap (as defined in the First Lien Credit Agreement as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders).

“ Permitted Term Indebtedness Liens ” means Liens on the Collateral securing Permitted Term Indebtedness; provided that such Liens are (a) junior to the Lien on the ABL Priority Collateral securing ABL Obligations and (b) granted under Collateral Documents to a collateral agent for the benefit of the holders of the Permitted Term Indebtedness and subject to the ABL/Term Intercreditor Agreement or other customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent, the First Lien Administrative Agent, the Second Lien Administrative Agent, the Collateral Agent, the First Lien Collateral Agent and the Second Lien Collateral Agent, and that is entered into among the Collateral Agent, the First Lien Collateral Agent, the Second Lien Collateral Agent (or representatives of the applicable secured parties), such other collateral agent and the Loan Parties and which provides for lien sharing and for the junior, senior or pari passu (subject to the foregoing clause (a)) treatment of such Liens with the Liens securing the ABL Obligations.

“ Permitted Term Refinancing Debt ” means any Specified Refinancing Debt (as defined in the First Lien Credit Agreement as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders ) and any Specified Refinancing Debt (as defined in the Second Lien Credit Agreement as in effect on the Closing Date and as otherwise modified in a manner not adverse to the Lenders).

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Lead Borrower or any ERISA Affiliate or any such Plan to which the Lead Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Interests ” has the meaning specified in the Security Agreement.

“ Prime Rate ” means the rate of interest per annum determined from time to time by Wells Fargo (or any successor to Wells Fargo in its capacity as Administrative Agent) as its prime commercial lending rate in effect at its principal office in New York City and notified to the Lead Borrower. Each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Private Lenders ” has the meaning specified in Section 6.02 .

“ Pro Forma Basis ”, “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Lead Borrower or any division, product line, or facility used for operations of the Lead Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person, shall be included, (b) any retirement of Indebtedness and (c) any Indebtedness incurred or assumed by the Lead Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“ Pro Forma Excess Availability ” means, at any time, after giving Pro Forma Effect to the transaction then to be consummated or payment to be made, Availability (a) as of

the date of such transaction or payment and (b) projected as of each of the following consecutive sixty (60) days.

“ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.16 ), the numerator of which is the amount of the Revolving Credit Commitments of such Lender under the Revolving Credit Facility at such time and the denominator of which is the amount of the Aggregate Commitments under the Revolving Credit Facility at such time; provided , that if the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Productive Asset ” means any real estate, building and equipment that is to be used by the Lead Borrower or a Restricted Subsidiary in connection with providing services to a third party pursuant to a written contract, the benefits of which the Lead Borrower believes in good faith warrant the incurrence of the Attributable Indebtedness described in Section 7.03(e)(ii) incurred to finance all or any part of such Productive Asset.

“ Protective Overadvance ” means an Overadvance made by the Administrative Agent, in its discretion, which:

(a) is made to maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Secured Parties;

(b) is made to enhance the likelihood of, or to maximize the amount of, repayment of any Obligation; or

(d) together with all other Overadvance Loans and Protective Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the Borrowing Base at any time or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required Lenders otherwise agree;

provided that, the foregoing shall not (i) modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations with respect to Letters of Credit or Section 2.04 regarding the Lenders’ obligations with respect to Swing Line Loans, or (ii) result in any claim or liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Overadvances allowed hereunder, and further provided that in no event shall the Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount

of the Total Outstandings would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to Section 2.06 hereof).

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Qualified ECP Borrower ” means, in respect of any Swap Obligations, each Borrower that has total assets exceeding $10,000,000 at the time the grant of the relevant security interest becomes effective with respect to such Swap 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.

“ Qualifying IPO ” means the issuance by Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“ Refinancing ” has the meaning specified in the definition of the “Transactions”.

“ Register ” has the meaning set forth in Section 10.07(c) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, attorneys-in-fact, trustees and advisors of such Person and of such Person’s Affiliates.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Revolving Credit Borrowing, conversion or continuation of Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lenders ” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Supermajority Lenders ” means, as of any date of determination, Revolving Credit Lenders holding more than 66 2 / 3 % of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, being deemed “held” by

such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Supermajority Lenders.

“ Reserves ” means all (if any) Inventory Reserves and Availability Reserves.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party and, as to any document delivered on the Closing Date, any vice president, secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Group ” means the Lead Borrower and its Restricted Subsidiaries.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).

“ Restricted Payment Conditions ” means, at the time of determination with respect to any specified Restricted Payment, that (a) no Default or Event of Default then exists or would arise as a result of the making of such Restricted Payment, and (b) either (i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 15% of the Line Cap and (y) $22,500,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 20% of the Line Cap and (y) $30,000,000. Prior to undertaking any payment which is subject to the Restricted Payment Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculations evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).

“ Restricted Subsidiary ” means each Borrower and any Subsidiary of the Lead Borrower that is not an Unrestricted Subsidiary.

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(a) .

“ Revolving Credit Commitment ” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to any Borrower pursuant to Section 2.01(a) , (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $200,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Revolving Credit Commitment Increase ” has the meaning specified in Section 2.14(a) .

“ Revolving Credit Commitment Increase Lender ” has the meaning specified in Section 2.14(g) .

“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“ Revolving Credit Lender ” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“ Revolving Credit Loan ” has the meaning specified in Section 2.01(a) .

“ Revolving Credit Note ” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate indebtedness of the Borrowers to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“ 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 owned or controlled by a country, or (d) a Person resident in, or determined to be resident in, a country with which dealings by U.S. Persons are prohibited pursuant to a country sanctions program identified on the list maintained and published by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to time.

“ Sanctioned Person ” means (a) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time, or (b) a Person owned or controlled by a Person named on the list of Specially Designated Nationals or Blocked Persons.

“ S&P ” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and any successor thereto.

“ Screen Rate ” means the rate per annum appearing on Macro*World’s (https://capitalmarkets.mworld.com; the “Service”) Page ICE LIBOR — USD (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) two (2) 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 Eurodollar Rate Loan requested (whether as an initial Eurodollar Rate Loan or as a continuation of a Eurodollar Rate Loan or as a conversion of a Base Rate Loan to a Eurodollar Rate Loan) by any Borrower in accordance with the Agreement (and, if any such rate is below zero, the Eurodollar Rate shall be deemed to be zero), which determination shall be made by Administrative Agent and shall be conclusive in the absence of manifest error.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Lien Administrative Agent ” means the “Administrative Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Collateral Agent ” means the “Collateral Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement ” means the Second Lien Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms and with the ABL/Term Intercreditor Agreement), among Holdings, the Lead Borrower, the Second Lien Lenders, the Second Lien Administrative Agent and the Second Lien Collateral Agent, including any replacement thereof entered into in connection with one or more refinancings thereof permitted hereunder (so long as the documents governing such replacement constitute “Term Debt Documents” for purposes of the ABL/Term Intercreditor Agreement).

“ Second Lien Lender ” means any “Lender” as defined in the Second Lien Credit Agreement.

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement and the other “Loan Documents” as defined in the Second Lien Credit Agreement.

“ Second Lien Loans ” means the “Loans” as defined in the Second Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental Second Lien Loans.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank and for which (a) written notice substantially in the form of Exhibit L has been delivered by such Loan Party or such Cash Management Bank to the Administrative Agent, which (i) specifies that such agreement is a Secured Cash Management Agreement and (ii) acknowledges and accepts the Cash Management Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto and (b) such Loan Party and/or such Cash Management Bank provides to the Administrative Agent such supporting documentation as the Administrative Agent may reasonably request.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank and for which (a) written notice substantially in the form of Exhibit L has been delivered by the Loan Party or the Hedge Bank to the Administrative Agent and the Collateral Agent, which (i) specifies that such Swap Contract is intended to be secured on a pari passu basis with the other ABL Obligations and is a Secured Hedge Agreement, and (ii) acknowledges and accepts Hedge Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto, and (b) the Loan Party and/or Hedge Bank provides to the Administrative Agent and the Collateral Agent such supporting documentation as the Administrative Agent or the Collateral Agent may reasonably request.

“ Secured Obligations ” has the meaning specified in the Security Agreement.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swing Line Lender, the Hedge Banks, the Cash Management Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.01(c) .

“ Security Agreement ” means, collectively, the Security Agreement dated as of the Closing Date executed by the Loan Parties, substantially in the form of Exhibit G , together with each other security agreement supplement executed and delivered pursuant to Section 6.12 .

“ Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Seller ” has the meaning specified in the “Preliminary Statements”.

“ 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 debts and liabilities, including, without limitation, contingent liabilities, subordinated or otherwise, 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 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, subordinated, contingent or otherwise, as they become absolute and mature and (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. 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.

“ Specified Affiliate Indebtedness ” has the meaning specified in Section 7.03(r) .

“ Specified Representations ” means those representations made in Sections 5.01(a) and (b)(ii) , 5.02(a) , 5.04 , 5.13 , 5.17 (as evidenced by the certificate delivered pursuant to Section 4.01(a)(xiii) ), 5.19 (subject to the last paragraph of Section 4.01 ), 5.20 , 5.21 , and 5.22 .

“ Specified Transaction ” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Lead Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Lead Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Lead Borrower or implementation of initiative not in the ordinary course of business and described in reasonable detail in the officer’s certificate of the Lead Borrower.

“ Specified Transaction Conditions ” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (b) either (i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 12.5% of the Line Cap and (y) $18,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 17.5% of the Line Cap and (y) $26,000,000. Prior to undertaking any transaction or payment which is subject to the Specified Transaction Conditions, the Loan Parties shall deliver to the Agent a certificate from the Chief Financial Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculation evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).

“ Sponsor ” means AEA.

“ Sponsor Management Agreement ” means the Management Agreement, dated as of April 1, 2014 (as amended, supplemented or otherwise modified from time to time), by and among GYP Holdings I Corp., a Delaware corporation , the Lead Borrower and AEA Investors LP.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Lead Borrower.

“ Subsidiary Guarantor ” means, collectively, the Restricted Subsidiaries of the Lead Borrower that are Guarantors.

“ Subsidiary Guaranty ” means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2 , together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12 .

“ SunTrust ” means SunTrust Bank acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ Supplemental Administrative Agent ” has the meaning specified in Section 9.14(a) and “ Supplemental Administrative Agents ” shall have the corresponding meaning.

“ Swap Contract ” 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 master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligation ” means, with respect to any Loan Party , any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include an Agent, an Arranger or a Lender or any Affiliate of an Agent, an Arranger or a Lender).

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04 .

“ Swing Line Lender ” means Wells Fargo, in its capacity as provider of Swing Line Loans, or any successor provider of Swing Line Loans hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which shall be substantially in the form of Exhibit A-2 .

“ Swing Line Note ” means a promissory note of the Borrowers payable to the Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrowers to the Swing Line Lender resulting from the Swing Line Loans made by the Swing Line Lender.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $20,000,000 and (b) the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“ Syndication Agent ” means Royal Bank of Canada, as Syndication Agent under the Loan Documents.

“ Target ” means GMS and its Subsidiaries.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Term Intercreditor Agreement ” means the First Lien/Second Lien Intercreditor Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof), among the Loan Parties, the First Lien Collateral Agent and the Second Lien Collateral Agent.

“ Term Loan Documents ” means, collectively, the First Lien Loan Documents, the Second Lien Loan Documents and the documents governing any Permitted Other Term Indebtedness.

“ Term Priority Collateral ” has the meaning specified in the ABL/Term Intercreditor.

“ Term Priority Collateral Account ” means any deposit account or securities account that is intended to solely contain identifiable proceeds of the Term Priority Collateral (it being understood that any property in such account which does not constitute identifiable proceeds of the Term Priority Collateral shall not constitute Term Priority Collateral solely by virtue of being on deposit in any such account).

“ Term Secured Parties ” means “Term Secured Parties” as defined in the ABL/Term Intercreditor Agreement.

“ Threshold Amount ” means $20,000,000.

“ Total Outstandings ” means the sum of the aggregate Outstanding Amount of all Revolving Credit Loans and the aggregate Outstanding Amount of all Swing Line Loans and L/C Obligations.

“ Transaction Costs ” has the meaning specified in the definition of the “Transactions”.

“ Transactions ” means the acquisition of the Target by the Lead Borrower and associated funds and certain other investors (collectively, the “ Investors ”), together with each of the following transactions consummated or to be consummated in connection therewith:

(a) The Acquisition.

(b) Equity contributions in the form of common equity (“ Permitted Equity ”) being made in cash directly or indirectly to Holdings (which shall be contributed in cash by Holdings to the Lead Borrower in the form of common equity) by the Investors (the “ Equity Contribution ”), in an aggregate amount that, when taken together with all Permitted Equity rolled over or directly or indirectly invested in Permitted Equity of Holdings and all Permitted Equity of Holdings, the Lead Borrower, or the Guarantors issued to, or otherwise directly or indirectly held or acquired by, any existing shareholders and management of the Target (the “ Other Equity ”) will be not less than 25% of the sum of (i) the aggregate principal amount of the Revolving Credit Facility made available on the Closing Date, (ii) the aggregate principal amount of First Lien Loans borrowed on the Closing Date, (iii) the aggregate principal amount of Second Lien Loans borrowed on the Closing Date, (iv) the aggregate amount of existing Indebtedness of Holdings and its Subsidiaries not subject to the Refinancing (as defined below), (v) the Equity Contribution and (vi) the Other Equity.

(c) Substantially all existing Indebtedness for borrowed money of the Target, other than intercompany indebtedness and existing capital leases, other Indebtedness permitted to exist beyond the Closing Date under the Acquisition Agreement and certain limited indebtedness that the Arrangers and Holdings reasonably agree may remain outstanding after the Closing Date (collectively, the “ Permitted Surviving Debt ”), will be refinanced by the Revolving Credit Facility, the First Lien Loans made on the Closing Date and the Second Lien Loans made on the Closing Date, terminated or discharged and satisfied and all liens securing any such indebtedness will be released (the “ Refinancing ”) at the closing of the Acquisition. For the avoidance of doubt, the Existing Letters of Credit may be backstopped, rolled or replaced by Letters of Credit on the Closing Date.

(d) The Borrowers obtaining the Revolving Credit Facility.

(e) The Lead Borrower obtaining the First Lien Loans in an aggregate principal amount of $390,000,000.

(f) The Lead Borrower obtaining the Second Lien Loans in an aggregate principal amount of $160,000,000.

(g) All fees, premiums and expenses incurred in connection with the Transactions (the “ Transaction Costs ”) being paid.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ UBS ” means UBS AG, Stamford Branch acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ UCP ” means, with respect to any Letter of Credit, the ‘Uniform Customs and Practice for Documentary Credits’, as most recently published by the International Chamber of Commerce in its Publication No. 600 (or such later version thereof as may be acceptable to the applicable L/C Issuer and in effect at the time of issuance of such Letter of Credit).

“ Unfinanced Capital Expenditures ” means Capital Expenditures other than those made through purchase money financing (other than from Credit Extensions hereunder) or capital lease transactions, or equity contributions permitted hereunder.

“ Uniform Commercial Code ” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“ Unintentional Overadvance ” means an Overadvance which, to the Administrative Agent’s actual knowledge, did not constitute an Overadvance when made but which has become an Overadvance resulting from changed circumstances beyond the control of the Administrative Agent, including, without limitation, a reduction in the Appraised Value of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning set forth in Section 2.03(c)(i) .

“ Unrestricted Subsidiary ” means (1) any Subsidiary of the Lead Borrower designated by the Lead Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent and the Collateral Agent; provided that the Lead Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Lead Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.02 and t he designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to the fair market value as determined by the Lead Borrower in good faith of the Lead Borrower’s (as applicable) Investment therein , (c) without duplication of clause (b) , any assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 7.02 , (d) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any then outstanding any Permitted Term Indebtedness, (e) no Subsidiary may

be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Lead Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated and (f) the Lead Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Lead Borrower or of GMS, certifying compliance with the requirements of preceding clauses (a) through (e) , and (2) any subsidiary of an Unrestricted Subsidiary. The Lead Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.03 on the date of such Subsidiary Redesignation, (iii) any Liens on the property or assets of such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.01 on the date of such Subsidiary Redesignation and (iv) the Lead Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Lead Borrower or of GMS, certifying compliance with the requirements of preceding clauses (i) through (iii) . Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. As of the Closing Date, all Subsidiaries of the Lead Borrower are Restricted Subsidiaries.

“ Voting Stock ” of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) 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 (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ Wells Fargo ” means Wells Fargo Bank, N.A. acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ wholly owned ” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“ Withholding Agent ” means the Lead Borrower, any Loan Party, or the Administrative Agent, as applicable.

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “ herein ”, “ hereto ”, “ hereof ” and “ hereunder ” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) 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.

(c) 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 ”.

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(a) 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, except as otherwise specifically prescribed herein.

(b) If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent and the Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.

(c) Notwithstanding anything to the contrary in this Agreement, any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capitalized Lease or Attributable Indebtedness on a balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a

Capitalized Lease or Attributable Indebtedness as a result of the adoption of changes in GAAP or changes in the application of GAAP .

1.04 Rounding . Any financial ratios required to be maintained by the Lead Borrower 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 is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to 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 this Agreement and the ABL/Term Intercreditor Agreement; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to New York Time.

1.07 Timing of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically provided in Section 2.12 or as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.08 Currency Equivalents Generally . Any amount specified in this Agreement (other than in Articles II , IX and X ) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by Wells Fargo at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency.

1.09 Pro Forma Calculations . Notwithstanding anything to the contrary herein, the Fixed Charge Coverage Ratio (and each component thereto) shall be calculated (including, but not limited to, for purposes of Section 2.14 ) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Fixed Charge Coverage Ratio for purposes of determining compliance with the minimum Fixed Charge Coverage Ratio pursuant to Section 7.11 during the Covenant Trigger Period, the events described in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect .

1.10 Basket Calculations . If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII , such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that, for the avoidance of doubt, the provisions of Section 1.09 shall otherwise apply to such baskets, including with respect to determining whether any Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 may be incurred or made at any time under Article VII ; provided , further , that, once incurred or made, the amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Revolving Credit Loans .

(a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “ Revolving Credit Loan ”) to the Borrowers, on a joint and several basis, denominated in Dollars from time to time on or following the Closing Date, on any Business Day until the Maturity Date of, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Revolving Credit Borrowing, (a) the Total Outstandings shall not exceed the lesser of (x) the Line Cap and (y) subject to Section 2.02(h) and (i) , the Borrowing Base at such time and (b) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a) , prepay under Section 2.05 , and reborrow under this Section 2.01( a ) .

(b) The Administrative Agent shall have the right, at any time and from time to time after the Closing Date, in its Permitted Discretion to establish, modify or eliminate Reserves upon five (5) Business Days prior notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for such Reserve no longer exists in the manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted Discretion); provided that no such prior notice shall be required for changes to any Reserves (1) resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit

Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Event of Default; and provided , further , that the Administrative Agent may not implement Reserves with respect to matters which are already specifically reflected as ineligible Accounts, ineligible Credit Card Receivables or ineligible Inventory or criteria deducted in computing the Appraised Value of Eligible Inventory.

2.02 Borrowings, Conversions and Continuations of Loans .

(a) Each Borrowing of Revolving Credit Loans, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may initially be given by telephone and promptly confirmed in writing by delivering to the Administrative Agent a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower or of GMS, in each case prior to the applicable time specified in the immediately succeeding sentence. Each such notice must be received by the Administrative Agent not later than (A) with respect to Borrowings of Eurodollar Rate Loans, conversions of Eurodollar Rate Loans of any Type into a Eurodollar Rate Loan of another Type and each continuation of Eurodollar Rate Loans, 2:00 p.m. (New York Time) three (3) Business Days prior to the requested date of such Borrowing, conversion or continuation, (B) with respect to Borrowings of Base Rate Loans, 12:00 noon (New York Time) on the date of the proposed Borrowing, or (C) with respect to conversions of Eurodollar Rate Loans to Base Rate Loans, 2:00 p.m. (New York Time) one (1) Business Day prior to the requested date of such conversion; provided , however , that if the Lead Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 12:00 noon (New York Time) four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Revolving Credit Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (New York Time) three (3) Business Days prior to the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Lead Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Revolving Credit Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c) , each Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (I) the applicable Borrower, (II) whether it is requesting a Borrowing of Revolving Credit Loans, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (III) the requested date of such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (IV) the principal amount of Revolving Credit Loans to be borrowed, converted or continued, (V) the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (VI) if

applicable, the duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify the Type of Revolving Credit Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. For the avoidance of doubt, this Section 2.02(a) applies to Revolving Credit Loans other than Swing Line Loans, with respect to which Section 2.04 applies.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . Each Lender shall make the amount of its Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than the earlier of (A) 2:00 p.m. (New York Time) and (B) the time specified by the Administrative Agent (and, in the case of this clause (B) , no case later than 9:00 a.m. (New York Time)) in the case of any Eurodollar Rate Revolving Credit Loan, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Lead Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first , to the payment in full of any such L/C Borrowing, second , to the payment in full of any such Swing Line Loans, and third , to the applicable Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrowers pay the amount due under Section 3.05 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans and the Required Lenders or the Administrative Agent acting with the consent of the Required Lenders may demand that any or all of the then outstanding Loans be prepaid and/or any or all of the then outstanding Eurodollar Rate Loans be converted into Base Rate Loans, in each case on the last day of the then current Interest Period with respect thereto or on such other day as the Required Lenders may demand.

(d) The Administrative Agent shall promptly notify the Lead Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the

Eurodollar -Rate and Screen Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the announcement of such change.

(e) After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(g) The Administrative Agent, without the request of the Borrowers, may advance any interest, fee, service charge, expenses, or other payment to which any Secured Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the account of the Borrowers referenced in Section 2.11(a) , notwithstanding that an Overadvance may result thereby. The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(b)(ii) . Any amount which is added to the principal balance of the account of the Borrowers as provided in this Section 2.02(g) shall bear interest at the interest rate then and thereafter applicable to Base Rate Loans.

(h) If an Overadvance exists at any time, the amount of such Overadvance in excess of the Borrowing Base shall be payable by the Borrowers as provided in Section 2.05(b)(ii) , but all such excess Revolving Credit Loans shall nevertheless constitute ABL Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in writing by Required Lenders, the Administrative Agent may require Lenders to honor (pro rata in accordance with their Pro Rata Shares) requests for Overadvance Loans and forbear from requiring the Borrowers to cure an Overadvance, when no other Event of Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by the Administrative Agent to exceed, when taken together with all Protective Overadvances, ten percent (10%) of the Borrowing Base. In no event shall Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such Lender’s Revolving Credit Commitment or (B) the Total Outstandings to exceed the Aggregate Commitments at such time. Any funding of an

Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a beneficiary of this Section 2.0 2(h ) or authorized to enforce any of its terms. At the Administrative Agent’s discretion, Overadvance Loans made under this Section 2.0 2 ( h ) may be made in the form of Swing Line Loans in accordance with Section 2.04 .

(i) The Administrative Agent may, in its discretion, make Protective Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender shall be bound thereby. Any Protective Overadvance may constitute a Swing Line Loan. A Protective Overadvance is for the account of the Borrowers and shall constitute a Base Rate Loan and an ABL Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(b)(ii) . The making of any such Protective Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Protective Overadvance on any other occasion or to permit such Protective Overadvances to remain outstanding. The making by the Administrative Agent of a Protective Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of Section 2.0 4 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Secured Party shall have the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s).

2.03 Letters of Credit .

(a) The Letter of Credit Commitment . (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrowers set forth in this Section 2.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at the request of the Lead Borrower and for the account of the Lead Borrower or its Restricted Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) , and (2) to honor drafts under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Lead Borrower or its Restricted Subsidiaries; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (w) the Total Outstandings would exceed the lesser of the Line Cap and, subject to Section 2.02(h) and (i) , the Borrowing Base at such time, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender’s Revolving Credit Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit or (z) the conditions precedent set forth in Section 4.02

are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; it being acknowledged and agreed that, to the extent the Lead Borrower and an L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, such L/C Issuer shall have no obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so established, increased or decreased as provided in the foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect and (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to Section 10.01 . Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) No L/C Issuer shall be under any obligation to make any L/C Credit Extension if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from making such L/C Credit Extension, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit or financial accommodations generally or such L/C Credit Extension in particular (it being acknowledged and agreed that an L/C Issuer shall be entitled to cancel any outstanding Letter of Credit issued by such L/C Issuer if any such order, judgment or decree or any such Law, request or directive shall apply to such Letter of Credit) or shall impose upon such L/C Issuer with respect to letters of credit or financial accommodations generally or such L/C Credit Extension any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date;

(B) subject to Section 2.03(b)(iii) , the expiry date of such requested Letter of Credit (other than a Letter of Credit in the form of a financial accommodation, which may have a longer expiry date as agreed by the applicable L/C Issuer and, if such longer expiry date is after the Maturity Date, the Administrative Agent and each Lender) would occur more than twelve (12)

months after the date of issuance or last extension, unless the Required Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;

(C) the expiry date of any requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders, the Administrative Agent and such L/C Issuer have approved such expiry date;

(D) such L/C Credit Extension would violate one or more policies of such L/C Issuer now or hereafter in effect or the Borrowers shall not have complied with Section 10.21(b) with respect to such L/C Credit Extension;

(E) such Letter of Credit is in an initial stated amount less than $5,000, in the case of a commercial or documentary Letter of Credit or a Letter of Credit in the form of a guarantee, warranty, bond or a similar instrument, or $100,000, in the case of a standby Letter of Credit;

(F) the conditions precedent set forth in Section 4.02 are not satisfied with respect to such L/C Credit Extension as of the date of such L/C Credit Extension; or

(G) any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate the applicable L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the applicable L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included each L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to each L/C Issuer.

(v) It is agreed that, in the case of the issuance of any commercial or documentary Letter of Credit, such commercial or documentary Letter of Credit shall in no event provide for time drafts or bankers’ acceptances.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto- Extension Letters of Credit .

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 12:30 p.m. (New York Time) at least five (5) Business Days (or such later date and time as such L/C Issuer and the Administrative Agent may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) whether the Letter of Credit is issued for the account of any Borrower or a Restricted Subsidiary other than such Borrower (and identifying such Restricted Subsidiary), provided that such Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary other than such Borrower; and (I) such other matters as the applicable L/C Issuer may reasonably request (including the form of the requested Letter of Credit). In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the applicable L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone and in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C Issuer of confirmation from the Administrative Agent that the requested L/C Credit Extension is permitted in accordance with the terms hereof (including the satisfaction of the conditions precedent set forth in Section 4.02 ), then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Lead Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided , that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Lead Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone (if promptly confirmed in writing) or in writing) on or before the day that is five (5) Business Days before the Non-Extension Notice Date from the Administrative Agent or, if no Default or Event of Default is continuing, the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or such amendment. The Administrative Agent will promptly notify each Revolving Credit Lender of such issuance or amendment and the amount of such Revolving Credit Lender’s Pro Rata Share therein, and upon a specific request by any Revolving Credit Lender, furnish to such Revolving Credit Lender details of such Letter of Credit or such amendment.

(i) Upon the earlier of (x) a receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit or (y) a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Lead Borrower and the Administrative Agent thereof. If such L/C Issuer notifies the Lead Borrower of such payment prior to 11:00 a.m. (New York Time) on the date of any payment by such L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the applicable Borrower shall reimburse the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided , that if such notice is not provided to the Lead Borrower prior to 11:00 a.m. (New York Time) on the Honor Date, then the Lead Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees and interest (including interest accruing from and after the date of drawing to but excluding the date

of reimbursement (if not reimbursed on the date of drawing) at the per annum rate of interest applicable to a Revolving Credit Loan that is a Base Rate Loan) in respect of any such Letter of Credit. If the Lead Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof; provided that, in respect of any honored drawing in an amount less than $500,000, the Lead Borrower shall reimburse the applicable L/C Issuer for such amount in cash and shall not be entitled to reimburse such drawing in accordance with this and the immediately succeeding sentences of this Section 2.03(c)(i) . In such event, the Lead Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to (x) the proviso in the immediately preceding sentence, (y) the amount of the unutilized portion of the Revolving Credit Commitments and (z) the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount (A) if such notice by the Administrative Agent is received by such Revolving Credit Lender at or prior to 11:00 a.m. (New York Time) on any Business Day, not later than 1:00 p.m. (New York Time) on such Business Day or (B) if such notice by the Administrative Agent is received by such Revolving Credit Lender after 11:00 a.m. (New York Time) on any Business Day, not later than 1:00 p.m. (New York Time) on the immediately succeeding Business Day, whereupon, in each case, subject to the provisions of Section 2.03(c)(iii) , each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan in such amount. The Administrative Agent shall promptly remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the applicable L/C Issuer for the amount of any payment made by the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations .

(i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit issued by it and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from any Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the

Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of such L/C Issuer or the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the ABL Obligations and the termination of this Agreement.

(e) Obligations Absolute . The obligation of the Borrowers to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other Guarantee, for all or any of the ABL Obligations of the Borrowers in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers.

The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrower’s instructions or other irregularity, such Borrower will promptly notify the applicable L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against any L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer . Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction in a final, non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit or any proceeds thereof; provided , however , that this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against such L/C Issuer, and such L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which have been determined by a court of competent jurisdiction in a final, non-appealable judgment to have been caused by such L/C Issuer’s willful misconduct or gross negligence. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a

Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason .

(g) Applicability of ISP98, UCP and Other Rules . Unless otherwise expressly agreed by the applicable L/C Issuer and the Lead Borrower or when it is amended with the consent of the beneficiary thereof, (i) with respect to each Letter of Credit that is a standby letter of credit, the rules of the ISP shall apply to such Letter of Credit that is a standby letter of credit and (ii) with respect to each Letter of Credit that is a commercial or documentary letter of credit, the rules of the UCP shall apply to such Letter of Credit that is a commercial or documentary letter of credit. Such rules as determined by the L/C Issuer in consultation with the Lead Borrower shall apply to each Letter of Credit that is a bank guarantee, guarantee, performance bond, advance payment guarantee or bond, warranty, bid guarantee or bond or any other similar guarantee, indemnity or other financial accommodation requested by the Lead Borrower and consented to by the Administrative Agent and the applicable L/C Issuer.

(h) Letter of Credit Fees . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a Letter of Credit fee (the “ L/C Fee ”) for each Letter of Credit equal to the Applicable Rate then in effect for Eurodollar Rate Loans with respect to the Revolving Credit Facility times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit); provided , however , that (i) any L/C Fee otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 and as to which the Fronting Exposure of such Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) , with the balance of such L/C Fee, if any, payable to the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in full regardless of whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be computed on a quarterly basis in arrears. Such L/C Fee shall be due and payable in Dollars on each calendar day immediately following the last calendar day of each January, April, July and October, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to an L/C Issuer . The Borrowers shall pay directly to the applicable L/C Issuer for its own account a fronting fee in Dollars (i) with respect to each commercial or documentary Letter of Credit issued by such L/C Issuer, at a rate to be separately agreed between the applicable

L/C Issuer and the Lead Borrower (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial or documentary Letter of Credit increasing the stated amount of such Letter of Credit, at a rate to be separately agreed between the Lead Borrower and the applicable L/C Issuer (but in any event not to exceed the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit), computed on the amount of such increase, and payable upon the effectiveness of such amendment, (iii) with respect to each standby Letter of Credit, at a rate equal to the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, (iv) with respect to any amendment of a standby Letter of Credit increasing the stated amount of such Letter of Credit, at a rate equal to the greater of (A) 0.125% per annum and (B) $500 with respect to any Letter of Credit, computed on the amount of such increase, and payable upon the effectiveness of such amendment and (v) such fees as the applicable L/C Issuer and the Lead Borrower separately agree; provided that, for the avoidance of doubt, the fronting fee shall be due and payable in full regardless of whether all or a portion of such Letter of Credit outstanding has been Cash Collateralized. Such fronting fee shall be due and payable on each calendar day immediately following the last calendar day of each January, April, July and October in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrowers shall pay directly to the applicable L/C Issuer for its own account and to each of its correspondents in relation to any Letter of Credit or any drawing thereunder the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer or such correspondent relating to Letters of Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(j) Conflict with Letter of Credit Application . In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Additional L/C Issuers . The Lead Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Credit Lender, designate one or more additional Revolving Credit Lenders to act as an L/C Issuer under the terms of the Agreement. Any Revolving Credit Lender designated as an L/C Issuer pursuant to this Section 2.03( k ) shall be deemed to be an “L/C Issuer” (in addition to being a Revolving Credit Lender) in respect of Letters of Credit issued or to be issued by such Revolving Credit Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other L/C Issuers and such Revolving Credit Lender. The acceptance of any designation as an L/C Issuer hereunder by a Revolving Credit Lender shall be evidenced by an agreement entered into by such Revolving Credit Lender, in a form reasonably satisfactory to the Lead Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the interests, rights and obligations of an L/C Issuer

under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such Revolving Credit Lender in addition to any other L/C Issuers, as the context shall require. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer. At any time there is more than one L/C Issuer hereunder, the Lead Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit.

(l) Resignation or Replacement of an L/C Issuer . Any L/C Issuer may resign at any time by giving thirty (30) days’ prior written notice to the Administrative Agent, the Lenders and the Lead Borrower. An L/C Issuer may be replaced at any time by written agreement among the Lead Borrower, the Administrative Agent, the replaced L/C Issuer (provided that the replaced L/C Issuer shall not be required to execute or deliver any written agreement if the replaced L/C Issuer has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the successor L/C Issuer. On the date of effectiveness of such resignation, the Lead Borrower shall pay all accrued and unpaid fees to the resigning L/C Issuer pursuant to Section 2.03(i) . After its resignation as an L/C Issuer hereunder, (i) the resigning L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer set forth in this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but, after receipt by the Administrative Agent, the Lenders and the Borrowers of notice of resignation from an L/C Issuer, such L/C Issuer shall not be required, and shall be discharged from its obligations, to issue additional Letters of Credit or extend or increase the amount of Letters of Credit then outstanding, without affecting its rights and obligations with respect to Letters of Credit previously issued by it, and (ii) the provisions of Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an L/C Issuer under this Agreement. The Administrative Agent shall notify the Revolving Credit Lenders of any such replacement of an L/C Issuer or any such additional L/C Issuer.

2.04 Swing Line Loans .

(a) The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , shall make loans (each such loan, a “ Swing Line Loan ”) in Dollars to the Borrowers from time to time on any Business Day on or after the Closing Date until the Maturity Date of the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations of the Revolving Credit Lender acting as the Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of the Line Cap and, subject to Section 2.02(h) , the Borrowing Base at such time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided , further , that the Borrowers shall not use the proceeds

of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower s may borrow under this Section 2.04 , prepay under Section 2.05 and reborrow under this Section 2.04 . Each Swing Line Loan shall bear interest at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures . Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may initially be given by telephone and shall be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower, in each case prior to the time specified in the immediately succeeding sentence. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the requested borrowing date, and shall specify (A) the amount to be borrowed, which shall be a minimum of $100,000 and (B) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone and in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone and in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York Time) on the date of the proposed Swing Line Borrowing (1) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (2) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 1:00 p.m. (New York Time) on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02 . The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the

Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. (New York Time) on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii) , each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i) , the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate reasonably determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate or a rate reasonably determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments .

(a) Optional .

(i) The Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Loans in whole or in part without premium or penalty; provided that (A) (x) with respect to any prepayment of Eurodollar Rate Loans, a notice of such prepayment of Eurodollar Rate Loans must be received by the Administrative Agent not later than 2:00 p.m. (New York Time) three (3) Business Days prior to the date of such prepayment of Eurodollar Rate Loans and (y) with respect to any prepayment of Base Rate Loans, a notice of such prepayment of Base Rate Loans must be received by the Administrative Agent not later than 12:00 p.m. (New York Time) on the date of such prepayment of Base Rate Loans; provided that, in each case, if the proceeds of such prepayment of any Loans are not received by the Administrative Agent prior to 3:00 p.m. (New York Time), such

prepayment of Loans shall be deemed to have occurred on the immediately succeeding Business Day; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Revolving Credit Facility). If such notice is given by the Lead Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05 .

(ii) The Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (New York Time) on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount of $25,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any accrued and unpaid interest on prepaid Swing Line Loans shall be paid on the next succeeding Interest Payment Date in accordance with Section 2.08(c) .

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all of the Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed.

(iv) In connection with any voluntary prepayment of any Loans pursuant to this Section 2.05(a) , such voluntary prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05 .

(b) Mandatory .

(i) Upon the incurrence or issuance by the Lead Borrower or any of its Restricted Subsidiaries of any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 , the Borrowers shall prepay an aggregate principal amount of Loans in an amount equal to 100% of all Net Cash Proceeds received

therefrom immediately upon receipt thereof by the Lead Borrower or such Restricted Subsidiary.

(ii) If for any reason the Total Outstandings at any time exceed the lesser of (x) the Line Cap at such time and (y) subject to Section 2.02(h) and (i) , the Borrowing Base at such time, the Lead Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided , however , that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii) unless, after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Outstandings exceed the lesser of (x) the Line Cap at such time and (y) subject to Section 2.02(h) and (i) , the Borrowing Base at such time.

(iii) During a Cash Dominion Trigger Period, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.18 .

(iv) Funding Losses, Etc . All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05 . Notwithstanding any of the other provisions of Section 2.05(b) , so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b) , other than on the last day of the Interest Period therefor, the Borrowers may, in their sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b) . Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrowers or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b) .

2.06 Termination or Reduction of Commitments .

(a) Optional . The Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the Revolving Credit Commitments, or from time to time permanently reduce the unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrowers shall not terminate or reduce (A) the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the

Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their Pro Rata Shares. The Borrowers shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

(b) Mandatory .

(i) The Letter of Credit Sublimit and the Swing Line Sublimit shall automatically be reduced proportionately to any reduction or termination of unused Revolving Credit Commitments under this Section 2.06 , unless otherwise requested by the Borrowers and consented to by (A) in the case of the Letter of Credit Sublimit, the Administrative Agent and each L/C Issuer or (B) in the case of the Swing Line Sublimit, the Administrative Agent and the Swing Line Lender.

(ii) The Aggregate Commitments shall be automatically and permanently reduced to zero on the Maturity Date.

(c) Application of Commitment Reductions; Payment of Fees . The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Revolving Credit Commitments under this Section 2.06 . Upon any reduction of unused Revolving Credit Commitments, the Revolving Credit Commitment of each Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which the Revolving Credit Facility is reduced (other than the termination of the Revolving Credit Commitment of any Lender as provided in Section 3 .0 7 ). All unused line fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans . The Borrowers shall repay (a) to the Revolving Credit Lenders on the Maturity Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date and (b) each Swing Line Loan on the earlier to occur of (i) the date ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

2.08 Interest .

(a) Subject to the provisions of Section 2.08(b) , (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Eurodollar Rate for such Interest Period, plus (B) the Applicable Rate for Eurodollar Rate Loans and (ii) each Base Rate Loan (including each Swing Line Loan) shall bear interest on the outstanding principal amount

thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans.

(b) The Borrowers shall pay interest on the principal amount of all overdue ABL Obligations hereunder (including, for the avoidance of doubt, following the occurrence of an Event of Default pursuant to Section 8.01(f)) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each calendar day immediately following the last calendar day of each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees . In addition to certain fees with respect to Letters of Credit described in Sections 2.03(h) and (i) :

(a) Commitment Fee . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (the “ Commitment Fee ”) in Dollars in an amount equal to the Commitment Fee Percentage times the actual daily amount by which the Aggregate Commitments exceed the average Total Outstandings (excluding the Outstanding Amount of Swing Line Loans) for the immediately preceding quarter, subject to adjustment as provided in Section 2.16 . The Commitment Fee shall accrue at all times from the Closing Date until the Latest Maturity Date, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on each calendar day immediately following the last calendar day of each January, April, July and October, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The Commitment Fee shall be calculated quarterly in arrears.

(b) Other Fees .

(i) The Borrowers shall pay to the Arrangers, the Administrative Agent and the Collateral Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate .

(a) All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and 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 and sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided , that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement or other revision to any Borrowing Base Certificate or for any other reason, the Borrowers or the Lenders determine that (i) the Average Daily Availability as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Average Daily Availability would have resulted in higher pricing for such period, (A) the Borrowers shall immediately deliver to the Administrative Agent a corrected Borrowing Base Certificate for the applicable period, (B) the Applicable Margin shall be recalculated with the Average Daily Availability at the corrected level and (C) the Borrowers shall immediately and retroactively pay to the Administrative Agent for the account of the Revolving Credit Lenders, the Swing Line Lender or the applicable L/C Issuer, as the case may be, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Revolving Credit Lender or the applicable L/C Issuer, as the case may be, under Section 2.03(c)(iii) , 2.03(h) or 2.03(i) or 2.08(b) or under Article VIII . The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other ABL Obligations hereunder.

2.11 Evidence of Indebtedness .

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit the obligation of the Borrowers hereunder to pay any amount owing with respect to the ABL Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall

evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a) , each Lender 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 Swing Line Loans. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.

(c) Entries made in good faith by each Lender in its account or accounts pursuant to Section 2.11(a) and (b) , shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to such Lender under this Agreement and the other Loan Documents, absent manifest error; provided , that the failure of such Lender to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit the obligations of the Borrowers under this Agreement and the other Loan Documents.

2.12 Payments Generally; Administrative Agent’s Clawback .

(a) General . Subject to Section 3.01 , all payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, in each case, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. (New York Time) on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share in respect of the Revolving Credit Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by 2:00 p.m. (New York Time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided , however , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of such Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its

share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (y) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrowers; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the applicable Lenders or L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds 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 the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

(d) Obligations of the Lenders Several . The obligations of the Lenders hereunder to make Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or, to purchase its participation or to make its payment under Section 9.07 .

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

(g) Unallocated Funds . If the Administrative Agent receives funds for application to the ABL Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans (including Swing Line Loans) outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other ABL Obligations then owing to such Lender.

2.13 Sharing of Payments . If, other than as expressly provided elsewhere herein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender

shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the ABL Obligations purchased to the same extent as though the purchasing Lender were the original owner of the ABL Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to the implementation of the Incremental Amendment, the application of Cash Collateral provided for in Section 2.15 or to the assignments and participations described in Section 10.07 .

2.14 Revolving Credit Commitment Increases .

(a) Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrowers may request increases in the aggregate amount of the Revolving Credit Commitments, the Swing Line Sublimit and the Letter of Credit Sublimit (each such increase, a “ Revolving Credit Commitment Increase ” and all of them, collectively, the “ Revolving Credit Commitment Increases ”); provided that no Lender or L/C Issuer shall be required to participate in any such increase; and provided , further , that (x) the aggregate amount of all such increases in the Revolving Credit Commitments shall not exceed $100,000,000 and (y) any such increase in the Revolving Credit Commitments shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. The proceeds of any Revolving Credit Commitment Increase shall be used (i) to finance the working capital and capital expenditures needs of the Lead Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII) of the Borrowers and their Restricted Subsidiaries.

(b) Each notice from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the Revolving Credit Commitment Increase. At the time of the sending of such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Revolving Commitment Increases may be provided by any existing Lender or by any other bank or investing entity (but in no case (i) by any

Loan Party or any Affiliate of any Loan Party, (ii) by any Defaulting Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause s (i) and (ii) , or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “ Incremental Revolving Credit Lender ”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent, the Swing Line Lender and L/C Issuer, as applicable) shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Revolving Credit Lender’s, as the case may be, providing such Revolving Credit Commitment Increase if such consent would be required under Section 10.07 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving Credit Lender, as the case may be. No Lender shall be obligated to provide any Revolving Credit Commitment Increases unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Revolving Credit Facility held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder.

(c) Commitments in respect of any Revolving Credit Commitment Increase shall become Revolving Credit Commitments (or in the case of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “ Incremental Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each Lender, as the case may be agreeing to provide such Commitment, if any, each Incremental Revolving Credit Lender, if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.

(d) If any Revolving Credit Commitment Increase occurs in accordance with this Section 2.14 , the Administrative Agent and the Borrowers shall determine the effective date (the “ Incremental Effective Date ”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such addition and the Incremental Effective Date.

(e) The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions:

(i) the Administrative Agent shall have received on or prior to the Incremental Effective Date each of the following, each dated the applicable Incremental Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance reasonably satisfactory to the Administrative Agent: (A) the

applicable Incremental Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(a)(iii) and 6.12(a)(iv) , which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within sixty (60) days of the date of effectiveness of the applicable Incremental Amendment (or such longer period as agreed to by the Administrative Agent in its sole discretion); and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;

(ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for any Revolving Credit Commitment Increase and upon the effectiveness of any Incremental Amendment, no Default or Event of Default shall exist;

(iii) after giving effect on a Pro Forma Basis to any Revolving Credit Commitment Increase (assuming for such purposes that the entire amount of such Revolving Credit Commitment Increase is fully funded and the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11); and

(iv) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental Amendment on the related Incremental Effective Date), as applicable, all fees and, to the extent required by Section 10.04 , expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Effective Date.

(f) On each Incremental Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Lien Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents and (ii) shall have a “Revolving Credit Commitment” hereunder.

(g) Upon each Revolving Credit Commitment Increase pursuant to this Section, (i) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental Revolving Credit Lender, if any, in each case providing a portion

of such Revolving Credit Commitment Increase (each a “ Revolving Credit Commitment Increase Lender ”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender) will equal such Revolving Credit Lender’s Pro Rata Share and (ii) if, on the date of such Revolving Credit Commitment Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its sole discretion and in consultation with the Borrowers, necessary and appropriate to result in each Revolving Credit Lender (including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based on each such Revolving Credit Lender’s Revolving Commitment Percentage immediately after giving effect to such Revolving Credit Commitment Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05 . The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro-rata borrowing and pro-rata payment requirements contained elsewhere in this Agreement shall not apply to any transaction that may be effected pursuant to the immediately preceding sentence.

(h) This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.

2.15 Cash Collateral .

(a) Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrowers, and to the extent provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, each applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agree to maintain, a first priority Lien in all such Cash Collateral (including cash, deposit

accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing) as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower s or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.05 , 2.06 , 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.07(b)(viii) )) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , that (x) Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04 ), and (y) subject to Section 2.16 , the Person providing Cash Collateral and the applicable L/C Issuer or the Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders . (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) that 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 definitions of “Required Lenders” and “Required Supermajority Lenders” in Section 1.01 and in Section 10.01 ;

Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line Lender or any L/C Issuer hereunder; third , to Cash Collateralize the Swing Line Lender’s and the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15 ; fourth , as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Swing Line Lender’s and L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section 2.15 ; sixth , to the payment of any amounts owing to the Lenders, the Swing Line Lender or the L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Swing Line Lender or any L/C Issuer 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; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C Borrowings were made or issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Borrowings and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the Revolving Credit Facility without giving effect to Section 2.16(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 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(iii) that Defaulting Lender (x) shall not be entitled to receive any Commitment Fee pursuant to Section 2.09(a) 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) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h) ; and

(iv) during any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to

Sections 2.03 , the “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender.

(b) If the Borrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the 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), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares (without giving effect to Section 2.16(a)(iv) ), whereupon that 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.

(c) So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders in a manner consistent with clause (a)(iv) above and the Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.15 and (ii) no L/C Issuer shall be required to issue, extend or increase any Letter of Credit unless it is satisfied that the participations in the L/C Borrowings related to any existing Letters of Credit as well as the new, extended or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iv) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.15 .

2.17 Designation of Lead Borrower as Agent .

(a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Secured Party on account of Credit Extensions so made as if made directly by the applicable Secured Party to

such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

(b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers.

(c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension. Neither the Agent nor any other Secured Party shall have any obligation to see to the application of such proceeds therefrom.

(d) Any and all notices, requests, consents or other communications given to the Borrower (or, as applicable, from the Borrower) pursuant to this Agreement and the other Loan Documents shall be effective if given to (or, as applicable, from) the Lead Borrower for itself and on behalf of each other Borrower.

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes; provided that, if any Indemnified Taxes or Other Taxes are required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) to be deducted from such payments, then (i) the sum payable by the Borrowers or such Loan Party shall be increased as necessary so that after all required deductions of Indemnified Taxes or Other Taxes (including any such deductions applicable to additional sums payable under this Section 3.01 ) each Agent and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 3.01 , the term “Lender” shall include the Swing Line Lender and each L/C Issuer.

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law, except for Other Taxes resulting from an assignment by any Lender pursuant to Section 10.07 , which assignment is not at the request of the Borrowers pursuant to Section 3.07 .

(c) The Loan Parties shall, jointly and severally, indemnify each Agent and Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid or payable by such Agent or Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document and any Other Taxes paid or payable by such Agent or Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and the calculation of the amount of such liability delivered to the Borrowers by a Lender or Agent, or by the Administrative Agent on behalf of itself or a Lender or Agent, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers or any other Loan Party to a Governmental Authority, the Borrowers shall deliver to the 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 the Administrative Agent.

(e) If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrowers pursuant to this Section 3.01 , it shall promptly remit such refund (without interest, other than any interest paid by the relevant taxation authority with respect to such refund) to the Borrowers (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender or Agent, as the case may be; provided , however , that the Borrowers, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund to such party (plus any penalties, interest or other charges imposed by the relevant taxation authority) in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at any Borrowers’ request, provide such Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority ( provided , that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(e) , in no event will any Lender or Agent be required to pay any amount to any Borrower pursuant to this Section 3.01(e) the payment of which would place such Lender or Agent in a less favorable net after-tax position than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect thereto had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit or oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything

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that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled .

(f) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by any Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible any indemnification or additional amounts due under this Section 3.01 , which may include the designation of another Lending Office for any Loan or Letter of Credit affected by such event; provided , that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided , further , that nothing in this Section 3.01(f) shall affect or postpone any of the ABL Obligations of the Borrowers or the rights of such Lender pursuant to Sections 3.01(a) and (c) .

(g) (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 the Borrowers and the Administrative Agent, at the time or times reasonably requested by any Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the 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 any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable the Borrowers or the 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 3.01(g)(ii) 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) Each Foreign Lender shall, to the extent it is legally able to do so, furnish to the Borrowers and the Administrative Agent, on or prior to the date it becomes a party to this Agreement, two accurate and complete originally executed copies of (i) IRS Form W-8BEN (or successor form) certifying exemption from or a reduction in the rate of United States federal withholding tax under an applicable treaty to which the United States is a party, (ii) IRS Form W-8ECI (or successor form) certifying that the income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States, (iii) IRS Form W-8EXP or W-8IMY (or successor form), together with required attachments, certifying exemption from or reduction in the rate of United States federal withholding tax, or (iv) in the case of a Foreign Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, IRS Form W-8BEN (or successor form) together with a statement substantially in the form of Exhibit K . Each Foreign Lender shall, to the extent it is legally able to do so, deliver such forms

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promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. In addition, each Foreign Lender shall promptly notify the Borrowers and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form (or any other form of certification adopted by the United States taxing authorities for such purpose). Solely for purposes of this Section 3.01(g) , the term “Foreign Lender” shall include any Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

(iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the 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 any Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.

(h) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall, to the extent it is legally able to do so, furnish to the Borrowers and the Administrative Agent, on or prior to the date it becomes a party to this Agreement, two accurate and complete originally executed copies of IRS Form W-9 (or successor form) establishing that such Lender or Agent is not subject to United States backup withholding tax.

(i) 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 the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the 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 such Borrower or the Administrative Agent as may be necessary for the Borrowers and the 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 Section 3.01(i) , “FATCA” shall include any applicable intergovernmental agreements and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any such intergovernmental agreements, in each case with respect to the implementation of such Sections of the Code and any amendments made to FATCA after the Closing Date.

(j) Each party’s obligations under this Section 3.01 shall survive the termination of the Aggregate Commitments, repayment of all other ABL Obligations hereunder and the resignation of the Administrative Agent. For purposes of this Section 3.01 and Section 9.01 , the term “applicable law” includes FATCA.

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3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be disadvantageous to such Lender.

3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation of any of the foregoing that (a) deposits are not being offered to banks in the European interbank market, the London interbank Eurodollar market or other offshore interbank market for Dollars for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revoke such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a

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Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Cost and Reduced Return; Capital Adequacy .

(a) If any Lender determines that as a result of the introduction of or any Change in Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of any Change in Law with respect to Taxes, any Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes (other than clause (a)(ii) of the definition of Excluded Taxes), (iii) Connection Income Taxes, and (iv) reserve requirements reflected in the Eurodollar Rate ) , then from time to time upon demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06 ), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrowers will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction or increase suffered.

(c) The Borrowers shall not be required to compensate a Lender pursuant to Section 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrowers of its intention to demand, compensation therefor; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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3.05 Funding Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any assignment pursuant to Section 3.07 , continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by any Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank market for Dollars in a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. For the avoidance of doubt, this Section 3.05 shall not apply to the repayment of Swing Line Loans pursuant to clause (b) of Section 2.07 .

3.06 Matters Applicable to All Requests for Compensation

(a) A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.02 , 3.03 or 3.04 , the Borrowers shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrowers of the event that gives rise to such claim; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04 , the Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided , that such suspension shall not affect the right of such Lender to receive the compensation so requested.

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Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02 , on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrowers (with a copy to the Agent) that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

3.07 Replacement of Lenders under Certain Circumstances

(a) If at any time (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or 3.03 , (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07 ), then the Borrowers may, at their sole expense and effort, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender (or such lesser time as may be agreed by the Administrative Agent), replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person, (B) such replaced Lender shall have received payment of an amount equal to the outstanding principal of its Loans and 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 s 2.05 (if applicable) and 3.05 ) in accordance with the Assignment and Assumption with respect to such assignment, (C) such assignment does not conflict with

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applicable Law and (D) 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.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent. If such replaced Lender fails to execute and deliver such Assignment and Assumption within three Business Days after the receipt of notice referred to in the foregoing clause (a) , the Administrative Agent is hereby authorized to execute such Assignment and Assumption instead of such replaced Lender (and each Lender, by its becoming a Lender hereunder is deemed to have granted to the Administrative Agent an irrevocable proxy, which proxy shall be deemed to be coupled with interest, to execute and deliver the Assignment and Assumption, as provided in this Section). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full to such assigning Lender in accordance with such Assignment and Assumption concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as (or whose Affiliate acts as) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09 .

(d) In the event that (i) any Borrower has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “ Non-Consenting Lender ”.

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3.08 Survival . All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other ABL Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension . The obligation of each Lender and L/C Issuer to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:

(i) executed counterparts of this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01 ) and the Intercompany Note, as applicable;

(ii) a Note executed by the Borrowers in favor of each Lender requesting a Note;

(iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 ):

(A) certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,

(B) copies of financing statements, filed or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary in order to perfect and protect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, and

(C) evidence that all other actions, recordings and filings of or with respect to the Security Agreement that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of duly executed payoff letters and Uniform Commercial Code termination statements);

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(iv) the Intellectual Property Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 ) evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in order to perfect and protect the Liens created under the Intellectual Property Security Agreement has been taken;

(v) (i) the ABL/Term Intercreditor Agreement, duly executed by Holdings, the Borrowers, Wells Fargo as representative for the Secured Parties and Credit Suisse as representative for the Initial Term Secured Parties, the Loan Parties and (ii) the Term Intercreditor Agreement, duly executed by the Loan Parties, the First Lien Collateral Agent and the Second Lien Collateral Agent;

(vi) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(vii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loans Parties is validly existing, in good standing (where such concept is applicable) and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(viii) (i) an opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to each Agent, each L/C Issuer and each Lender, as to the matters set forth in Exhibit I;

(ix) a customary certificate, substantially in the form of Exhibit J , from the chief financial officer of Holdings, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are Solvent;

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financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for the six (6) months’ period ended October 31, 2013, (c) consolidated unaudited financial statements (consisting of consolidated balance sheets, consolidated statements of operations and consolidated statements of stockholders’ equity) of the Target as of and for each fiscal quarter (and the corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor 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 the statement of operations), in each case of the foregoing clauses (a), (b), (c) and (d) prepared in accordance with GAAP;

(xi) a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extensions;

(xii) a Borrowing Base Certificate, dated the Closing Date, relating to the month ended on February 28, 2014, executed by a Responsible Officer of the Lead Borrower or of GMS;

(xiii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01 (d) , 4.01 (e) , 4.01(f) , 4.01(j) and 4.01(k) have been satisfied as of the Closing Date;

(xiv) evidence that the First Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the First Lien Credit Agreement) will occur on the Closing Date; and

(xv) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the Second Lien Credit Agreement) will occur on the Closing Date.

(b) Holdings and the Lead Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of the “Transactions”.

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(c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Lead Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than Indebtedness under the Revolving Credit Facility, the First Lien Loans in an aggregate principal amount of $390,000,000 and the Second Lien Loans in an aggregate principal amount of $160,000,000 and Permitted Surviving Debt.

(d) On the Closing Date, after giving effect to the Transactions on a Pro Forma Basis, Availability shall not be less than $75,000,000.

(e) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the Closing Date, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Initial Lender, such consent not to be unreasonably withheld or delayed.

(f) (a) Between November 30, 2013 and February 11, 2014, there shall not have occurred a Closing Material Adverse Effect and (b) between February 11, 2014 and the Closing Date, no fact, event or circumstance shall have occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or could reasonably be expected to have a Closing Material Adverse Effect.

(g) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date.

(h) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the First Lien Loans, the Second Lien Loans and/or the initial funding under the Revolving Credit Facility.

(i) All actions necessary to establish that the Collateral Agent will have a perfected (with the priority required by the ABL/Term Intercreditor Agreement) security interest (subject to liens permitted by Section 7.01 ) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01 .

(j) The representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Lead Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates

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to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality).

(k) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality).

(l) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other than Pledged Interests, for Liens permitted under Section 7.01 .

Without limiting the generality of the provisions of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , 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 hereunder 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 proposed Closing Date specifying its objection thereto.

Notwithstanding anything herein to the contrary, it is understood that (x) to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) customary Uniform Commercial Code Lien searches with respect to Holdings, the Lead Borrower and the Subsidiary Guarantors, in each case, in its jurisdiction of organization, (ii) execution and delivery of a customary personal property security agreement, (iii) the perfection of Liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code or by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the pledge and perfection of security interests in the capital stock or other Equity Interests of the Lead Borrower and its Restricted Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate) after Holdings’ and the Lead Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of the Revolving Facility on the Closing Date, but instead shall be required to be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Lead Borrower and (y) to the extent any Guarantee of any Subsidiary Guarantor cannot be provided as a condition precedent to the availability of the Revolving Credit Facility on the Closing Date because the directors or

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managers of such Subsidiary Guarantor have not authorized such Guarantee and the election of new directors or managers to authorize such Guarantee has not taken place prior to the funding of the Revolving Credit Facility (such Guarantee, a “ Duly Authorized Guarantee ”), such election shall take place and such Duly Authorized Guarantee shall be provided no later than 5:00 p.m., New York Time, on the Closing Date (it being understood that, notwithstanding the foregoing, the execution of all such Guarantees shall be a condition to the availability of the Revolving Credit Facility on the Closing Date; provided , however , that the release of such executed Guarantees shall not be a condition to the availability of the Revolving Credit Facility on the Closing Date).

4.02 Conditions to All Credit Extensions . The obligation of each Lender and L/C Issuer to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Lead Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) , respectively.

(b) No Default or Event of Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) After giving effect to such proposed Credit Extension, Availability shall be not less than $1.00.

(e) The report and opinion of the independent certified public accountants with respect to the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a) shall not contain a qualification, exception or explanatory note of the type described in clause (B) of Section 6.01(a) .

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Lead Borrower represents and warrants to the Agents and the Lenders that:

5.01 Existence, Qualification and Power; Compliance with Laws . Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and (d) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“ Permits ”) to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect to the Lead Borrower), (c) or (d) , to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no actions, claims or proceedings pending or to the best of the Lead Borrower’s or any Guarantor’s knowledge, threatened in writing that seek the revocation, cancellation, suspension or modification of any of the Permits where any of the same could reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention . The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, except on the Closing Date as set forth in clause (y) of the last paragraph of Section 4.01 , and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the Secured Obligations pursuant to the Collateral Documents), or require any payment to be made under (i) any Permitted Term Indebtedness, (ii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any breach or contravention or payment referred to in clause (b)(ii) and (b) (iii) , to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

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Documents, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.04 Binding Effect . This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.

5.05 Financial Statements; No Material Adverse Effect .

(a) The audited consolidated financial statements of the Target as of April 30, 2013, consisting of the consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity, for the year then ended have been prepared in accordance with GAAP on a consistent basis throughout the indicated period (except as may be indicated in the footnotes thereto). During the period from April 30, 2013 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Target of any material part of the business or property of the Target and (ii) no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Target, which is not reflected in the foregoing combined financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. The financial statements delivered pursuant to Section 4.01(a)(x) fairly present in all material respects the consolidated financial condition and results of operation of the Target, taken as a whole, at the dates and for the relevant periods indicated.

(b) The unaudited consolidated financial statements described in clause (b) of Section 4.01(a)(x) and, commencing with the financial statements required to be delivered with respect to the fiscal quarter ended on or about January 31, 2014, the unaudited interim consolidated financial statements of the Target (i) were prepared in accordance with GAAP on a consistent basis throughout the indicated period, subject to normal and recurring year-end adjustments and the absence of footnotes, and (ii) fairly present in all material respects the consolidated financial condition and results of operations of the Target, taken as a whole, at the dates and for the relevant periods indicated.

(c) Since April 30, 2013, there has been no change, event, occurrence, event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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therein, which assumptions were reasonable in light of the conditions existing at the time of delivery and at the time of preparation of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.

5.06 Litigation . There are no actions, suits, proceedings, investigations, claims or disputes pending or, to the knowledge of Holdings or any of its Restricted Subsidiaries, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or, as of the Closing Date, the consummation of the Transactions, or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default . Neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.08 Ownership of Property; Liens .

(a) Each Loan Party and each of its Restricted Subsidiaries has good record and indefeasible title in fee simple to (or legal and beneficial title to, as applicable in the relevant jurisdiction), or valid leasehold interests in, all real property (including leased real property) necessary in the ordinary conduct of its business, free and clear of all Liens except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and for Permitted Encumbrances and, in the case of leased real property, encumbrances which encumber the fee estate and do not result from a violation by the Loan Party or Restricted Subsidiary in question of the terms of its lease.

(b) Set forth on Schedule 5.08(b) hereto is a complete and accurate list of all Material Real Property owned by any Loan Party or any of its Restricted Subsidiaries, as of the Closing Date, showing as of the Closing Date the street address (to the extent available), county or other relevant jurisdiction, state and record owner.

5.09 Environmental Matters .

Except as disclosed in Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) There are no pending or, to the knowledge of the Lead Borrower, threatened claims against Holdings or any of its Subsidiaries alleging either potential liability under, or responsibility for violation of, any Environmental Law or alleging potential liability with respect to any Hazardous Material, and to the knowledge of the Lead Borrower, (i) there are no pending investigations by any Governmental Authority regarding any such potential claims and (ii) no facts or circumstances exist that would likely be the basis for any such claim.

(b) (i) Neither Holdings nor any of its Subsidiaries has generated, used, stored, treated, transported, or caused any Environmental Release of, Hazardous

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Materials at or to any location and (ii) none of the real properties currently owned, leased or operated by Holdings or any of its Subsidiaries or, to the knowledge of the Lead Borrower, the real properties formerly owned, leased or operated by Holdings or any of its Subsidiaries, contain any Hazardous Materials that, in the case of either (i) or (ii) above, are in amounts or concentrations or in a manner which (x) constitute a violation by Holdings or any of its Subsidiaries of, (y) require any investigation, remediation or response action under, or (z) are reasonably likely to give rise to liability against Holdings or any of its Subsidiaries under, Environmental Laws.

(c) Neither Holdings nor any of its Subsidiaries is undertaking or, to the knowledge of the Lead Borrower, is obliged to undertake, either individually or together with other potentially responsible parties, any investigation, remediation, or response action relating to any actual or threatened Environmental Release of Hazardous Materials at any site.

5.10 Taxes . Holdings and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed, and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (c) with respect to which the failure to make such filing or payment could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

5.11 ERISA Compliance .

(a) Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. Each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code has received, or is entitled to rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of such Company Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Lead Borrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

(b) There are no pending or, to the knowledge of the Lead Borrower and Holdings, threatened claims, actions or lawsuits, or action by any governing body or Governmental Authority, with respect to any Company Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Company Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

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(c) (i) No ERISA Event has occurred and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan (other than a Multiemployer Plan), the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher; (iv) neither any Loan Party nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate such Pension Plan, except with respect to each of the foregoing clauses of this Section 5.11(c) , as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(d) Neither any Loan Party nor, to the knowledge of the Lead Borrower, any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 5.11(d) hereto.

5.12 Subsidiaries; Equity Interests . As of the Closing Date, each Loan Party has no Subsidiaries and is not engaged in any Joint Venture or partnership other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01 , any Lien permitted under Section 7.01(bb) and Permitted Term Indebtedness Liens.

5.13 Margin Regulations; Investment Company Act .

(a) The Lead Borrower is not engaged and will not engage in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) None of Holdings, the Lead Borrower, any Person Controlling Holdings, or any other Subsidiary of Holdings is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Lead Borrower, nor the consummation of the other transactions

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contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

5.14 Disclosure . Holdings has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party (other than projected financial information, pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of 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 materially misleading; provided that, with respect to projected and pro forma financial information, Holdings represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of delivery of such information to any Agent or Lender; it being understood that such projections may vary from actual results and that such variances may be material.

5.15 Compliance with Laws . Each Loan Party and its Subsidiaries is in compliance in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16 Intellectual Property . Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party and each of their Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, trade dress, domain names, copyrights, patents, patent applications, franchises, licenses, trade secrets, know-how and other intellectual property rights (collectively, “ IP Rights ”) that are used in the operation of their respective businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications for registration of any IP Rights owned or exclusively licensed by a Loan Party or any of its Subsidiaries as of the Closing Date. To the knowledge of Holdings and the Lead Borrower, (i) the conduct of the business of the Loan Parties and their Subsidiaries does not infringe, misappropriate, dilute or otherwise violate any rights held by any other Person, and (ii) no slogan or other advertising device, product, process, method, substance, part or other material now employed or sold, or now contemplated to be employed or sold, by any Loan Party or any Subsidiary infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person except in each case for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of Holdings, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings, no

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Person is infringing, misappropriating, diluting or otherwise violating any IP Rights that are material to the operation of the business of the Loan Parties or any of their Subsidiaries.

5.17 Solvency . Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

5.18 Labor Matters . Other than mandatory national, provincial or industry-wide collective bargaining arrangements, there are no collective bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.18 , covering the employees of Holdings or any of its Subsidiaries as of the Closing Date and neither Holdings nor any Subsidiary has suffered any strikes, walkouts, slowdowns, lockouts, work stoppages or other material labor difficulty within the last five years. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Lead Borrower, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Lead Borrower, threatened against any of them and (b) to the knowledge of Holdings and the Lead Borrower, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and the Lead Borrower, no union organization activity that is taking place.

5.19 Perfection, Etc. Subject to the last paragraph of Section 4.01 , all filings and other actions necessary or desirable to create, perfect and protect the Lien in the Collateral of the Collateral Agent, for the benefit of the Secured Parties, securing the Secured Obligations created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, together with such filings and other actions, perfected Lien in the Collateral with the priority specified in the ABL/Term Intercreditor Agreement, securing the payment of the Secured Obligations, subject to Liens permitted by Section 7.01 . The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

5.20 OFAC and PATRIOT Act Compliance . To the extent applicable, Holdings, each member of the Restricted Group and each Unrestricted Subsidiary is in compliance, in all respects, with (i) the Trading with the Enemy Act, the International Emergency Economic Powers Act, each as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.

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anti-corruption Laws. No part of the proceeds of the Loans or Letters of Credit has been or will be used, directly or indirectly, by any Loan Party for any payments to any Person, governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any other applicable anti-corruption Law.

5.22 OFAC . No Loan Party (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities or (c) derives revenue from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not 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.

5.23 Designation as Senior Debt . The ABL Obligations constitute “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to any Indebtedness of the Lead Borrower or any Guarantor, including any subordinated Indebtedness, which contains such designation.

5.24 Tax Reporting Compliance . The Borrowers do not intend to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event that any Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If any Borrower so notifies the Administrative Agent, the Borrowers acknowledge that one or more of the Lenders may treat its Loans and/or its interest in Swing Line Loans and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112 1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), the Lead Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 and 6.03 ) cause each Restricted Subsidiary to:

6.01 Financial Statements . Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

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such fiscal year, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Pricewaterhouse Coopers LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under the credit facilities provided for herein that is scheduled to occur within one year from the time such opinion is delivered or (B) any potential inability to satisfy any financial covenants set forth in any agreement, document or instrument governing or evidencing Indebtedness on a future date or in a future period), together with a Narrative Report with respect thereto;

(b) as soon as available, but in any event (x) for each of the first three fiscal quarters ended after the Closing Date (commencing with the fiscal quarter ending July 31, 2014) within sixty (60) days and (y) thereafter, within forty-five (45) days, in each case, after the end of each of the first three (3) fiscal quarters of each fiscal year of the Lead Borrower, a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Lead Borrower or of GMS as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes, together with a Narrative Report with respect thereto;

(c) (i) within one (1) Business Day after the occurrence of the initial Cash Dominion Trigger Event with respect to any Cash Dominion Trigger Period, a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of the most recently ended month (other than the last month in any fiscal quarter) for which financial statements are available, but in any event for a month ending no more than seventy five (75) days prior to the occurrence of such initial Cash Dominion Event, together with the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal month and for the portion of the fiscal year then ended, and (ii) so long as a Cash Dominion Period continues to exist, as soon as available, but in any event within forty five (45) days after the end of the first two (2) fiscal months of each fiscal quarter of the Lead Borrower thereafter, a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such fiscal month, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal month and for the portion of the fiscal year then ended, setting forth in each case

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under clauses (i) and (ii) in comparative form the figures for the corresponding fiscal month of the previous fiscal year and the corresponding portion of the previous fiscal year (or, in the case of any fiscal month ended prior to the first anniversary of the Closing Date, to the extent such comparative figures are available), all in reasonable detail and certified by a Responsible Officer of the Lead Borrower or of GMS as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes; and

(d) as soon as available, but in any event no later than forty-five (45) days after the end of each fiscal year, forecasts prepared by management of the Lead Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets, statements of operations and statements of cash flows of the Lead Borrower and its Subsidiaries on a quarterly basis for the fiscal year following such fiscal year then ended.

To the extent the Lead Borrower designates any of its Subsidiaries as an Unrestricted Subsidiary, the financial statements referred to in this Section 6.01 shall be accompanied by reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries.

6.02 Certificates; Other Information . Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower or of GMS (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes and which Compliance Certificate need not include financial covenant calculations unless compliance with the Fixed Charge Coverage Ratio is required under Section 7.11 );

(b) within 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 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 the Lead Borrower or of GMS; provided that (x) during a Cash Dominion Trigger Period or (y) at any other time at the option of the Lead Borrower, such Borrowing Base Certificate shall be delivered on Tuesday of each week (or, if Tuesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; provided , further , that if the Lead Borrower elects weekly delivery in accordance with the preceding clause (y), such weekly delivery shall continue until the end of the first full month following such request;

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(c) within one (1) Business Day after the occurrence of a Covenant Trigger Event, a certificate of a Financial Officer of the Lead Borrower setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio, calculated as set forth in Section 7.11 , for the fiscal quarter for which financial statements have been prepared or were required to have been prepared ended immediately preceding the first date that such ratio is required to be tested;

(d) within two (2) Business Day after a Disposition permitted pursuant to Section 7.05(k)(D) , (o) or (p) of any property, having an aggregate value in excess of $2,500,000, included in the Borrowing Base, a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the date on which such Disposition was consummated, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower or of GMS;

(e) the financial and collateral reports described on Schedule 6.02(e) , at the times set forth therein;

(f) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Lead Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Lead Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(g) promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business), statement or report furnished to any holder of any Indebtedness of any Loan Party or of any of its Subsidiaries in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02 ;

(h) promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(i) reasonably promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law or otherwise relating to any Hazardous Material against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect;

(j) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) , (i) a report supplementing Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) hereto, including, in the case of supplements to Schedule 5.08(b) , an identification of all Material Real

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Property disposed of by any Loan Party since the delivery of the last supplements and a list and description of all Material Real Property acquired since the delivery of the last supplements (including the street (if available), county or other relevant jurisdiction, state, and the record owner and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) ;

(k) copies of any notice of default under, and any material amendment, supplement, waiver or other modification of, the First Lien Credit Agreement or the Second Lien Credit Agreement;

(l) promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Lead Borrower by independent accountants in connection with the accounts or books of the Lead Borrower or any Subsidiary, or any audit of any of them; and

(m) promptly, such additional information regarding the business, legal, financial or corporate affairs or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(g) (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 the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02(a) ; or (ii) on which such documents are posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided , that: (i) the Lead Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Lead Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Lead Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Lead Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders, the L/C Issuers and the Collateral Agent materials and/or information provided by or on behalf of the Lead Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another

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similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”; all other Lenders, “ Private Lenders ”) may have personnel who do not wish to receive material non-public information with respect to the Lead Borrower and the Target and their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower hereby agrees that it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Lead Borrower shall be deemed to have authorized the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Lead Borrower, its Subsidiaries and their respective securities for purposes of United States federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Each of Holdings and the Lead Borrower hereby (i) acknowledges and agrees that no Borrower Material delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) shall contain any material non-public information with respect to Holdings, the Lead Borrower, its Subsidiaries and their respective securities for purposes of United States federal and state securities laws and (ii) authorizes the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders to treat all Borrower Materials delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) as not containing any material non-public information with respect to Holdings, the Lead Borrower, its Subsidiaries and their respective securities for purposes of United States federal and state securities laws and as suitable for distribution to Public Lenders.

6.03 Notices . Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default or Event of Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or otherwise relating to any Hazardous Material and or in respect of IP Rights, or (iv) the occurrence of any ERISA Event;

(c) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

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(d) of the incurrence or issuance of any Indebtedness for which the Lead Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(i) ;

(e) of any failure by any Loan Party to pay rent (other than as explicitly permitted by the applicable lease) at (i) any of the Loan Parties’ distribution centers or warehouses; (ii) twenty-five percent (25%) or more of such Loan Party’s store locations or (iii) any of such Loan Party’s locations if such failure continues for more than ten (10) days following the date on which such rent first came due and such failure would be reasonably likely to result in a Material Adverse Effect; and

(f) of the filing of any Lien for unpaid Taxes against any Loan Party in excess of $3,000,000.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Lead Borrower or of GMS setting forth details of the occurrence referred to therein and stating what action the Lead Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations . Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Lead Borrower or such Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 , (b) take all reasonable action to maintain all rights, privileges (including its good standing in each jurisdiction in which such qualification is required), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) preserve or renew all of its registered or issued IP Rights to the extent appropriate consistent with its reasonable business judgment.

6.06 Maintenance of Properties . (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.

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6.07 Maintenance of Insurance . Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons of established reputation engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons of established reputation engaged in the same or similar businesses as the Lead Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and providing for not less than thirty (30) days’ (ten (10) days’ in the case of cancellation for non-payment) prior written notice to the Administrative Agent of termination, lapse or cancellation of any such insurance.

6.08 Compliance with Laws . Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and Permits and duly observe all requirements of any foreign, Federal, state or local Governmental Authority, in each case, applicable to it or to its business or property, except if the failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Lead Borrower or such Restricted Subsidiary, as the case may be.

6.10 Inspection Rights .

(a) Permit representatives and independent contractors of the Administrative Agent, the Collateral Agent and each L/C Issuer and Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Lead Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided , that, excluding any such visits and inspections during the continuation of an Event of Default, only the Collateral Agent on behalf of the Administrative Agent and the Lenders may exercise rights under this Section 6.10 and, without limiting Section 6.10(b) or 6.10(c) , the Collateral Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Lead Borrower’s expense; provided , further , that when an Event of Default exists the Administrative Agent, the Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Lead Borrower at any time during normal business hours and without advance notice. The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with the Lead Borrower’s accountants.

(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance examinations and other evaluations, including, without limitation, of

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(i) the Lead Borrower’s practices in the computation of the Borrowing Base (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 and (iii) the Loan Parties’ business plan, forecasts and cash flows. Except as otherwise provided below, all such costs, fees and expenses of such professionals shall be at the expense of the Loan Parties. The Loan Parties acknowledge that at any time following the Closing Date and without regard to any finance examinations provided to the Administrative Agent prior to the Closing Date, the Administrative Agent shall undertake one (1) commercial finance examination in each twelve (12) month period at the Loan Parties’ expense; provided that if Excess Availability is less than 20% of the Line Cap at any time (the “ Increased Inspection Trigger Event ”), the Administrative Agent may, in its discretion, undertake up to two (2) commercial finance examinations in the twelve (12) month period after the occurrence of any Increased Inspection Trigger Event, at the Loan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it, in its discretion, deems necessary or appropriate, but not more than one additional time during any twelve (12) month period, and at its own expense, or (ii) if a Default or Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.

(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. Except as otherwise provided below, all such costs, fees and expenses of such professionals shall be at the expense of the Loan Parties. The Loan Parties acknowledge that the Administrative Agent shall undertake one (1) Inventory appraisal in each twelve (12) month period at the Loan Parties’ expense; provided that if an Increased Inspection Trigger Event has occurred, the Administrative Agent may, in its discretion, undertake up to two (2) Inventory appraisals in the twelve (12) month period after the occurrence of any Increased Inspection Trigger Event, at the Loan Parties’ expense; provided, further, that after the occurrence and during the continuance of a Default or an Event of Default, the Administrative Agent may, in its discretion, undertake one (1) additional Inventory appraisal, at the Loan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken as it in its discretion deems necessary or appropriate, but not more than one (1) additional time during any twelve (12) month period, and at its own expense.

6.11 Use of Proceeds . Use the proceeds of the Revolving Credit Borrowings (a) on the Closing Date, (i) for the Refinancing, (ii) to issue Letters of Credit in the ordinary course of business and to cash collateralize directly, or to issue cash collateralizing backstop letters of credit in favor of the issuer of, the Existing Letters of Credit and/or to provide cash collateral to current beneficiaries of the Existing Letters of Credit in exchange for cancellation of such Existing Letters of Credit, (iii) to finance a portion of the Transactions (including upfront fees and original issue discount) and (b) after the Closing Date, (i) to finance or refinance the working capital and capital expenditures needs of the Lead Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII) of the Restricted Group.

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6.12 Covenant to Guarantee Obligations and Give Security .

(a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary other than an Excluded Subsidiary by any Loan Party ( provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12 ), or upon the acquisition of any personal property (other than “Excluded Property”, as defined in the Security Agreement) or any Material Real Property by any Loan Party, which real or personal property, in the reasonable judgment of the Administrative Agent, is not already subject to a perfected Lien in favor of the Collateral Agent for the benefit of the Secured Parties, then the Lead Borrower shall, in each case at the Lead Borrower’s expense:

(i) in connection with the formation or acquisition of a Restricted Subsidiary, within ten (10) days after such formation or acquisition or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its sole discretion, (A) cause each such Restricted Subsidiary that is not an Excluded Subsidiary, to duly execute and deliver to the Administrative Agent and the Collateral Agent a Guaranty or Guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) (if not already so delivered) deliver certificates representing the Equity Interests of such Restricted Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Collateral Agent, together with supplements to the Security Agreement (and, if applicable, supplements to the other Collateral Documents) with respect to the pledge of any Equity Interests or Indebtedness and any additional assets of such Restricted Subsidiary in accordance with the Security Agreement, Intellectual Property Security Agreement and other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreement and the other Collateral Documents), securing payment of all the ABL Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(ii) within ten (10) days after such formation or acquisition, or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its sole discretion, furnish to the Administrative Agent and the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) in detail reasonably satisfactory to the Administrative Agent and the Collateral Agent;

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execute and deliver, to the Administrative Agent and the Collateral Agent Mortgages (with respect to Material Real Properties only) and other agreements, documents and instruments as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement and Mortgages), securing payment of all the ABL Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iv) within thirty (30) days (or sixty (60) days with respect to Mortgages) after such formation or acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, take, and cause such Restricted Subsidiary that is not an Excluded Subsidiary to take, whatever additional action (including, without limitation, the recording of Mortgages (with respect to Material Real Properties only), the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents and delivery of stock and membership interest certificates) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens (to the extent required by the Collateral Documents) on the properties purported to be subject to the Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents delivered pursuant to this Section 6.12 , enforceable against all third parties in accordance with their terms;

(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such Guaranties, Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents.

(b) Notwithstanding the foregoing, the Collateral Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.

(c) For the avoidance of doubt, changes in organization of a Loan Party or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited

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liability company) shall not constitute a formation or acquisition of a Restricted Subsidiary; provided that within ten (10) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) such converted entity shall deliver such instruments and documents (including Uniform Commercial Code financing statements and affirmation of its obligations under the Loan Documents) and take all such other action as the Administrative Agent or the Collateral Agent may deem necessary or desirable in preserving the continuing validity and perfection of the Collateral Agent’s Lien on the Collateral owned by (or, in the case of Equity Interests of such Person included in the Collateral, issued by) such Person.

(d) No later than five (5) days prior to the date on which a Mortgage with respect to a Material Real Property is executed and delivered pursuant to this Agreement, (A) a completed standard “life of loan” flood hazard determination form (a “ Flood Determination Form ”), (B) if the improvements to the applicable improved property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “ Flood Hazard Property ”), a written notification to the Lead Borrower (“ Borrower Notice ”), (C) the Lead Borrower’s written acknowledgment of receipt of Borrower Notice from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program (“ NFIP ”) and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Mortgaged Property is located, a copy of the flood insurance policy, copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties (any of the foregoing being “ Evidence of Flood Insurance ”).

6.13 Compliance with Environmental Laws . Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) comply, and make all reasonable efforts to cause all lessees operating or occupying its owned, leased or operated properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and owned, leased or operated properties; and (c) conduct any investigation, remediation or other response action necessary to address any Environmental Release of Hazardous Materials at any of its owned, leased or operated properties, to the extent required by, and in accordance with, applicable Environmental Laws.

6.14 Further Assurances, Post Closing Obligations .

(a) Promptly upon request by the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other

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instruments as the Administrative Agent, the Collateral Agent, an y L/C Issuer or any Lender through the Administrative Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

(b) By the date that is ninety (90) days after the Closing Date, as such time period may be extended, by not more than an additional thirty (30) days, in the Administrative Agent’s reasonable discretion, the Lead Borrower shall, and shall cause each Restricted Subsidiary to, deliver to the Administrative Agent, unless otherwise agreed by the Administrative Agent, the following:

(i) a Mortgage with respect to each Initial Mortgaged Property, together with evidence each such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto on or before such date and is in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;

(ii) reliance letter executed by ENVIRON International Corporation entitling the Administrative Agent on behalf of the Lenders to rely on its Desktop Environmental Diligence Review of Gypsum Management and Supply, Inc. prepared for the Acquisition, in scope, form and substance reasonably satisfactory to the Administrative Agent;

(iii) favorable opinions of local counsel to the Loan Parties in states in which the Initial Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent;

(iv) favorable opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the validly existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent;

(v) no later than five (5) days prior to the date on which a Mortgage with respect to each Initial Mortgaged Property is executed and delivered pursuant to this Agreement or such shorter period reasonably acceptable to the Administrative Agent: (A) a Flood Determination Form, (B) if it is a Flood Hazard Property, any Borrower Notice, (C) the Lead Borrower’s written acknowledgment of receipt of the Borrower Notice from the Administrative Agent as to the fact that such Initial Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the NFIP and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Initial Mortgaged Property is located, Evidence of Flood Insurance

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(vi) evidence that all other actions reasonably requested by the Administrative Agent, that are necessary in order to create valid and subsisting Liens on the property described in the Mortgage, have been taken; and

(vii) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgages, including, without limitation, reasonable attorneys’ fees, filing and recording fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the Mortgages and the other matters described in this Section 6.14 and as otherwise required to be paid in connection therewith under Section 10.04 .

6.15 [ Reserved ]

6.16 Conference Calls . With respect to each full fiscal year for which financial statements have been delivered pursuant to Section 6.01(a) , not later than twenty (20) days after the delivery of the financial statements with respect to such fiscal year pursuant to Section 6.01(a) , hold, at the request of the Administrative Agent (a) a telephonic conference call with all Lenders who choose to attend such conference call, on which conference call shall be reviewed the financial results and the financial condition of the Lead Borrower and its Restricted Subsidiaries for, and as of the last day of, such fiscal year, and (b) a telephonic conference call with all Private Lenders who choose to attend such conference call, on which conference call shall be reviewed the projections presented for the then-current fiscal year of the Lead Borrower; it being understood that only one such call pursuant to each of clauses (a) and (b) shall be held per calendar year.

6.17 ERISA .

(a) Provide to the Administrative Agent promptly following receipt thereof, copies of any documents described in Section 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan Parties or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Lead Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.

(b) Provide to the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Loan Party or any ERISA Affiliate with the IRS with respect to each Plan; (ii) the most recent actuarial valuation report for each Plan and (iii) such other documents or governmental reports, filings or findings relating to any Plan (or employee benefit plan sponsored or contributed to by any Loan Party), as the Administrative Agent shall reasonably request.

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6.18 Cash Management .

(a) Within thirty (30) days after the Closing Date (or such longer period, not to exceed an additional fifteen (15) days, as the Collateral Agent may agree in writing), deliver to the Collateral Agent copies of notifications (each, a “ Credit Card Notification ”), substantially in the form attached hereto as Exhibit O , which have been executed on behalf of such Loan Party and delivered to such Loan Party’s credit card clearinghouses and processors.

(b) Within ninety (90) days after the Closing Date (or such longer period, not to exceed an additional thirty (30) days, as the Collateral Agent may agree in writing), enter into a Blocked Account Agreement satisfactory in form and substance to the Collateral Agent with each Blocked Account Bank with respect to each DDA maintained with such Blocked Account Bank (collectively, the “ Blocked Accounts ”).

(c) During a Cash Dominion Trigger Period, cause the ACH or wire transfer to the concentration account maintained by the Collateral Agent at Wells Fargo or any other bank that the Collateral Agent may reasonably agree (the “ Concentration Account ”), no less frequently than daily or, in the case of clauses (iv) and (v) below, the morning of the Business Day following the Business Day on which the balance in any DDA referred to therein exceeds $50,000 (and whether or not there are then any outstanding ABL Obligations), all cash receipts and collections received by each Loan Party from all sources, including, without limitation, the following:

(i) all available cash receipts from the sale of Inventory (including without limitation, proceeds of credit card charges) and other assets (whether or not constituting Collateral);

(ii) all proceeds of collections of Accounts;

(iii) all net cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any Disposition or other transaction or event; and

(iv) the then contents and entire ledger balance of each DDA (net of any minimum balance, not to exceed $50,000, as the Borrower may be required to be kept in the subject DDA by the depository institution or securities intermediate at which such DDA is maintained).

(d) The Concentration Account shall at all times during a Cash Dominion Trigger Period be under the sole dominion and control of the Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the Concentration Account, without the consent of the Collateral Agent, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the ABL Obligations, (iii) the funds on deposit in the Concentration Account shall be applied to the ABL Obligations as provided in this Agreement and (iv) any funds remaining on deposit in the Concentration Account after payment in full of the ABL Obligations that are then due and payable shall be promptly (and in any event not later than the next Business Day after the receipt thereof) remitted to the Loan Parties to be used for any purpose not inconsistent with this Agreement. In the event that, notwithstanding the provisions of this Section 6.1 8 , any Loan Party receives or

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otherwise has dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan Party for the Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day following the receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent.

(e) Upon the request of the Collateral Agent, cause bank statements and/or other reports to be delivered to the Collateral Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above.

6.19 Physical Inventories .

(a) Cause not less than one (1) physical inventory count to be undertaken, at the expense of the Loan Parties, in each fiscal year and periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are satisfactory to the Administrative Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory count or as otherwise may be satisfactory to the Administrative Agent. The Administrative Agent, at the expense of the Loan Parties, may participate in and/or observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within thirty (30) days following the completion of such inventory count, shall provide the Administrative Agent with a reconciliation of the results of such inventory count (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable.

(b) Permit the Administrative Agent, in its discretion, if any Default or Event of Default exists, to cause additional such inventory counts to be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).

(c) Cause any property that is subject to any Lien permitted under Section 7.01(p) or (dd) to be easily identifiable and segregated from any other property of the Loan Parties.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), (A) (except with respect to Section 7.15 ) the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly and (B) (with respect to Section 7.15 ) Holdings shall not:

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7.01 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided , that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 , and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 ;

(c) Liens for taxes, assessments or governmental charges which are either (x) immaterial to the Restricted Group taken as a whole or (y) not overdue for a period of more than thirty (30) days and which are being contested in good faith and by appropriate proceedings diligently conducted, and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days and which are being contested in good faith and by appropriate proceedings diligently conducted and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank Guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any of its Restricted Subsidiaries;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority other than letters of credit) incurred in the ordinary course of business;

(g) easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, individually and in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

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(i) Liens securing Indebtedness permitted under Section 7.03(e) ; provided , that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;

(k) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material respect with the business of the Lead Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(m) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (iii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and (iv) incurred in connection with a cash management program established in the ordinary course of business;

(n) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i) or (o) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05 , in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(o) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f) ;

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otherwise been permitted by this Section 7.01(p) had such Unrestricted Subsidiary been a Restricted Subsidiary at the time such property was acquired by such Unrestricted Subsidiary) after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(k)(B) ;

(q) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(r) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement in the ordinary course of business permitted by this Agreement;

(s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(t) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 ;

(u) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(v) [Reserved];

(w) Permitted Term Indebtedness Liens;

(x) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Lead Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Lead Borrower or any of its Restricted Subsidiaries, or (iii) relating to purchase orders and other agreements entered into with customers of the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Lead Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

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(z) Liens solely on any cash earnest money deposits or other similar escrow arrangements made by the Lead Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(aa) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(bb) Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(cc) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(dd) other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater of $30,000,000 and 2% of Consolidated Total Assets; and

(ee) Liens on the Collateral securing Indebtedness permitted to be incurred pursuant to Section 7.03(t) ; provided , that (A) the Specified Transaction Conditions are satisfied and (B) such Liens are (i) junior to the Liens on the ABL Priority Collateral securing ABL Obligations pursuant to the ABL/Term Intercreditor Agreement or other customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent and that is entered into among the Collateral Agent, the First Lien Collateral Agent, the Second Lien Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and for the junior or pari passu (subject to the foregoing clause (i)) treatment of such Liens relative to the Liens securing the ABL Obligations and (ii) granted under collateral documents (which are substantially similar to the Collateral Documents or otherwise reasonably satisfactory to the Administrative Agent) to a collateral agent for the benefit of the holders of such Indebtedness.

7.02 Investments . Make or hold any Investments, except:

(a) Investments held by the Lead Borrower or such Restricted Subsidiary in the form of Cash Equivalents;

(b) loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) in an aggregate amount not to exceed $5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes (including payroll payments in the ordinary course of business), and (ii) in connection with such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent thereof in an aggregate amount not to exceed $3,000,000;

(c) Investments (i) by any Loan Party in the Lead Borrower or any Subsidiary Guarantor (including any new Restricted Subsidiary which becomes a Subsidiary Guarantor), (ii) by any Restricted Subsidiary of the Lead Borrower that is not a Loan Party in any Loan Party (other than Holdings) or in any other such Restricted

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Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary of the Lead Borrower that is not a Loan Party; provided that the aggregate amount of Investments made pursuant to this clause (c)(iii) , together with the aggregate amount of Investments made pursuant to Section 7.02(i)(B) , shall not exceed $40,000,000 at any one time outstanding;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business (including advances made to distributors consistent with past practice), Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments to suppliers in the ordinary course of business and consistent with past practice;

(e) Investments arising out of transactions permitted under Sections 7.01 , 7.03 (other than Section 7.03(d)(B)(2) ), 7.04 (other than Sections 7.04(a)(ii)(B) , 7.04(c)(ii) and 7.04(d) ), 7.05 (other than Section 7.05(f)(C) ), 7.06 (other than Section 7.06(d) with respect to Investments under Section 7.02 ) and 7.14 ;

(f) Investments existing on the Closing Date and set forth on Schedule 7.02(f) and any modification, replacement, renewal or extension thereof; provided , that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02 ;

(g) Investments in Swap Contracts permitted under Section 7.03(g) ;

(h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05 (other than Section 7.05(f) );

(i) the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person (such assets or Person being referred to herein as the “ Acquired Business ”) that, upon the consummation thereof, will be a Restricted Subsidiary (including, without limitation, as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “ Permitted Acquisition ”):

(A) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 ;

(B) the total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or transferred to the sellers thereof, earnouts and other contingent payment obligations to such sellers and all assumptions of Indebtedness in connection therewith) paid by or on behalf of the Lead Borrower and its Restricted Subsidiaries for any such purchase or other acquisition of an entity that does not become a Guarantor or of assets that do not become Collateral because such assets are owned by an entity that is not required to become a Guarantor, when aggregated with the total cash and noncash consideration paid by or on behalf of the

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Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions made by the Borrower and its Restricted Subsidiaries of entities that do not become Guarantors or of assets that do not become Collateral, pursuant to this Section 7.02(i)(B) , together with the aggregate amount of Investments made pursuant to Section 7.02(c)(iii) , shall not exceed $40,000,000;

(C) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing;

(D) the Acquired Business shall be an operating company or division or line of business that engages in a line of business substantially similar, reasonably related or incidental to the business that the Target is engaged in on the Closing Date;

(E) in the case of the acquisition of the Equity Interests of another Person, the Board of Directors of such other Person to be acquired shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition and shall not have commenced any action which alleges that such acquisition will violate applicable Law; and

(F) The Lead Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer of the Lead Borrower or of GMS, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) Investments in Joint Ventures, such Investments not to exceed $20,000,000 at any one time outstanding; provided that prior to making any Investments under this Section 7.02(j) , the Lead Borrower shall have delivered a statement in reasonable detail from the Lead Borrower setting out the business rationale for such Investment;

(k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) the licensing, sublicensing or contribution of IP Rights pursuant to joint research development or marketing arrangements with Persons other than the Lead Borrower and its Restricted Subsidiaries consistent with past practices;

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(n) loans and advances to Holdings in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings in accordance with Sections 7.06(e) , 7.06(f) or 7.06(i) (so long as such amounts are counted as Restricted Payments for purposes of such sections);

(o) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, other Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iii) and (i)(B) , respectively) not exceeding the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any one time outstanding; provided , however , that, such amount may be increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds have been applied to make Restricted Payments pursuant to Section 7.06(c) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Investments pursuant to this Section 7.02(o) ;

(p) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise made in connection with Liens permitted under Section 7.01 ;

(q) loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(r) Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings (or any direct or indirect parent of Holdings) to the seller of such Investments;

(s) Investments of a Restricted Subsidiary that is acquired after the Closing Date or of a company merged or amalgamated or consolidated into the Lead Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Lead Borrower and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation; and

(t) Investments not otherwise permitted under this Section 7.02 (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c) (iii) and (i)(B) , respectively); provided that, the Specified Transaction Conditions are satisfied.

7.03 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Loan Parties in respect of the ABL Obligations;

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(b) Indebtedness outstanding or committed to be incurred on the Closing Date and listed on Schedule 7.03(b) and any Permitted Refinancing thereof;

(c) Guarantees of any Loan Party (other than Holdings) in respect of Indebtedness of the Lead Borrower or a Restricted Subsidiary otherwise permitted hereunder;

(d) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party constituting an Investment permitted under Section 7.02(c) , 7.02(o) or 7.02(t) , and (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided that all such Indebtedness pursuant to this clause (d) shall be (1) unsecured, (2) evidenced by the Intercompany Note, (3) if owed to a Loan Party, subject to the Collateral Agent’s perfected security interest pursuant to the Collateral Documents with the priority specified in the ABL/Term Intercreditor Agreement and (4) if owed by a Loan Party, expressly subordinated in right of payment to the payment in full of the ABL Obligations on terms reasonably satisfactory to the Administrative Agent;

(e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) to finance the purchase, repair or improvement of any fixed or capital assets, in each case within the limitations set forth in Section 7.01(i) ; provided , however , that the Indebtedness incurred pursuant to this Section 7.03(e) , (i) if incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property (real or personal), plant or equipment (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) used in the business of the Lead Borrower or any Restricted Subsidiary, the aggregate amount of all such Indebtedness at any one time outstanding, including all Permitted Refinancing thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (i) , shall not exceed $15,000,000 and (ii) if incurred in connection with the financing of all or any part of the purchase price, lease expenses, rental payments or cost of design, construction or installation of Productive Assets (whether through the leasing of or direct purchase of such Productive Assets or the Equity Interests of any Person owning such Productive Assets), the aggregate amount of all such Indebtedness at any one time outstanding, including all Permitted Refinancing thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (ii) , shall not exceed $25,000,000;

(f) Indebtedness of the Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount at any one time outstanding not to exceed $15,000,000;

(g) Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

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(h) guarantees incurred by the Lead Borrower or a Restricted Subsidiary in the ordinary course of business in respect of obligations (not for money borrowed) of a Restricted Subsidiary to a supplier, customer, franchisee, lessor or licensee that in each case is not an Affiliate;

(i) Indebtedness representing deferred compensation to employees of the Lead Borrower and its Restricted Subsidiaries;

(j) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or its direct or indirect parent permitted by Section 7.06 ;

(k) (A) Indebtedness incurred by the Lead Borrower or its Restricted Subsidiaries in a Permitted Acquisition or a Disposition permitted under Section 7.05 under agreements providing for the adjustment of the purchase price or similar adjustments and (B) Indebtedness of any Person acquired pursuant to a Permitted Acquisition that is secured, if at all, only by Liens permitted by Section 7.01(p) ; provided that (x) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (y) immediately before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000;

(l) Indebtedness arising from agreements of the Lead Borrower or a Restricted Subsidiary providing for customary indemnification, deferred purchase price, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the Permitted Acquisition, or other acquisition or Disposition of any business or assets or Person or any Equity Interests of a Subsidiary otherwise permitted hereunder, provided that, with respect to Dispositions, the maximum liability of the Lead Borrower and the Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Lead Borrower and the Restricted Subsidiaries in connection with such Disposition;

(m) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any time outstanding;

(o) Indebtedness in respect of (A) workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes and other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of money and (B) any customary cash management, cash

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pooling or netting or setting-off arrangements incurred in the ordinary course of business;

(p) (A) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in the case of the foregoing clauses (a) and (b) in the ordinary course of business and (B) Indebtedness incurred by the Lead Borrower or any of its Restricted Subsidiaries in respect of bank Guarantees, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof;

(q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion Guarantees and similar obligations provided by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(r) Indebtedness (“ Specified Affiliate Indebtedness ”) in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; provided that (A) the borrower with respect to such Indebtedness shall be the Lead Borrower; (B) the lender with respect to such Indebtedness shall be the Sponsor or any of its Affiliates other than Holdings, the Lead Borrower and its Restricted Subsidiaries or any other portfolio company of the Sponsor; (C) the all-in interest rate per annum with respect to such Indebtedness shall not exceed a market interest rate as determined by the Lead Borrower, and in any event shall not exceed the Eurodollar Rate for Dollars for a one-month interest period plus 4.50% per annum ; (D) the fees with respect to such Indebtedness shall not exceed the fees payable by the Lead Borrower with respect to the Revolving Credit Facility; (E) no premiums shall be payable with respect to such Indebtedness; (F) such Indebtedness shall be unsecured; (G) if guaranteed, such Indebtedness shall be guaranteed by one or more of the Guarantors only and there shall be no additional guarantors with respect to such Indebtedness other than the Sponsor or any of its Affiliates other than Holdings, the Lead Borrower, or its Restricted Subsidiaries or other portfolio companies of the Sponsor; (H) such Indebtedness shall not be subject to any amortization or scheduled prepayments of principal; (I) the covenants, events of default, Guarantees and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Lead Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (I) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five (5) Business Day period); (J) such Indebtedness shall not have any financial covenants; (K) the proceeds of such

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Indebtedness shall be used solely to fund working capital needs of the Restricted Group; (L) any repayment or prepayment of such Indebtedness shall be subject to (i) Holdings, the Lead Borrower and its Restricted Subsidiaries being in compliance with the financial covenant set forth in Section 7.11 as of the most recently completed period of four consecutive fiscal quarters ending prior to the date of any repayment or prepayment of such Indebtedness for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b) (whether or not such covenant was in fact required to be tested at the end of such period pursuant to Section 7.11 ) and (ii) the absence of a Default or Event of Default, in each case immediately prior to and after giving effect to such repayment or prepayment; (M) such Indebtedness shall be subordinated on terms reasonably satisfactory to the Administrative Agent; and (N) such Indebtedness shall be disregarded for purposes of determining the availability or amount of any covenant baskets or carve-outs;

(s) Indebtedness constituting Permitted Term Indebtedness in an aggregate amount at any one time outstanding not to exceed the Permitted Term Indebtedness Cap; and

(t) Indebtedness not otherwise permitted under this Section 7.03 ; provided that, (i) the Specified Transaction Conditions are satisfied and (ii) such Indebtedness shall not have a maturity date that is earlier than the Latest Maturity Date of all Revolving Credit Loans in effect at the time of such incurrence.

7.04 Fundamental Changes . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

(a) any Restricted Subsidiary may merge with (i) the Lead Borrower (including a merger, the purpose of which is to reorganize the Lead Borrower into a new jurisdiction), provided , that the Lead Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Lead Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided , that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 ;

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dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Lead Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 , respectively;

(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02 ; provided , that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 ; and

(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A) ).

7.05 Dispositions . Make any Disposition, except:

(a) Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of tangible property no longer used or useful in the conduct of the business of the Lead Borrower and its Restricted Subsidiaries;

(b) the abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned) to the extent Lead Borrower determines in its reasonable business judgment that (i) such IP Rights are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Lead Borrower or any of its Restricted Subsidiaries;

(d) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

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(e) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(f) (A) Dispositions permitted by Section 7.04 , (B) Liens permitted by Section 7.01 (other than Section 7.01(n)(ii) ), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions under this Section 7.05 and Section 7.02(h) ) and (D) Restricted Payments permitted by Section 7.06 ;

(g) Dispositions by the Lead Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) not less than 75% of the purchase price for such property shall be in the form of cash or Cash Equivalents (with any senior secured debt secured by such property assumed by the purchaser of such property and any consideration received in the form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this provision) and (ii) any lease entered into in connection therewith shall not contravene Section 7.03 ;

(h) Dispositions of Cash Equivalents;

(i) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(j) licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and which does not materially interfere with the business of the Lead Borrower and its Restricted Subsidiaries;

(k) sales of property and issuances and sales of Equity Interests (A) among or between Loan Parties (other than Holdings); provided that the sale or issuance by the Lead Borrower of its Equity Interests to Holdings shall be permitted, (B) among or between Restricted Subsidiaries that are not Loan Parties, (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings) or (D) by Loan Parties to Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property so Disposed of pursuant to this sub-clause ((D)) shall not exceed $25,000,000 in the aggregate;

(l) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Lead Borrower and its Restricted Subsidiaries;

(m) transfers of property subject to Casualty Events upon receipt of the net cash proceeds of such Casualty Event;

(n) Dispositions of Excess Properties (as defined in the Acquisition Agreement);

(o) Dispositions by the Lead Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 ; provided , that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding

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commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (o) shall not exceed $25,000,000 and (iii) not less than 75% of the purchase price for asset or property sold in such Disposition shall be in the form of cash or Cash Equivalents (with any senior secured debt secured by such property assumed by the purchaser of such property and any consideration received in the form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this provision); and

(p) Dispositions by the Lead Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 ; provided that, the Specified Transaction Conditions are satisfied;

provided , however , that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) , (h) and (j) ), shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed to any Person that is not a Loan Party of as expressly permitted by this Section 7.05 , such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

7.06 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Lead Borrower and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Lead Borrower and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

(b) the Lead Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c) the Lead Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds have been applied to make Investments pursuant to Section 7.02(o) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Restricted Payments pursuant to this Section 7.06(c) ;

(d) to the extent constituting Restricted Payments, the Lead Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.02 , 7.04 , 7.08 or 7.14 ;

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(e) the Lead Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings (or, in the case of sub-clause (iv), to the shareholders of a Restricted Subsidiary), so long as, with respect to any such Restricted Payments made pursuant to sub-clause (iv) , sub-clause (vii) or sub-clause (viii)] below, no Event of Default under Section 8.01(a) , (f) or (g) shall have occurred and be continuing or would result therefrom:

(i) so long as the Lead Borrower is a member of a consolidated, combined or unitary group of which Holdings (or any direct or indirect parent entity of Holdings) is the parent for foreign, Federal, state or provincial or local income tax purposes, the proceeds of which will be used to pay the tax liability to each foreign, Federal, state, provincial or local jurisdiction in respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings (or any direct or indirect parent entity of Holdings) that includes the Lead Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of (x) the taxes that would have been payable by the Lead Borrower and its Subsidiaries as a stand-alone group and (y) the actual tax liability of Holdings’ (or any direct or indirect parent entity of Holdings’) consolidated, combined, unitary or affiliated group, reduced by any such payments paid or to be paid directly by the Lead Borrower or its Subsidiaries;

(ii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,500,000 in any 12-month period plus any reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Lead Borrower and its Restricted Subsidiaries or (b) the fees and other amounts described in Section 7.08(d) to the extent that the Lead Borrower would be then permitted under such Section 7.08(d) to pay such fees and other amounts directly;

(iii) the proceeds of which shall be used by Holdings to pay its (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence;

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year; provided , that the Lead Borrower may carry over and make in any subsequent calendar year or years, in addition to the amount for such subsequent calendar year, the amount not utilized in the prior calendar year or years up to a maximum of $20,000,000 with respect to such subsequent calendar year; provided , further , that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained by Holdings (or its direct or indirect parent), the Lead Borrower or a Restricted Subsidiary, to the extent such proceeds are received by the Lead Borrower or a Restricted Subsidiary, plus (B) to the extent contributed in cash to the common equity of the Lead Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of the Lead Borrower’s direct or indirect parent companies, in each case to members of management, managers, directors or consultants of Holdings, the Lead Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date;

(v) the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Lead Borrower, it would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02 ; provided, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Lead Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04 ) of the Person formed or acquired into the Lead Borrower or its Restricted Subsidiaries in order to consummate such purchase or other acquisition;

(vi) repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants;

(vii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, management fees permitted by Section 7.08(d) ; and

(viii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, other than to Affiliates of Holdings (other than Affiliates that are bona fide investment banks), a portion of any customary fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any unsuccessful debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the Lead Borrower and its Restricted Subsidiaries;

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(f) in addition to the foregoing Restricted Payments, additional Restricted Payments in an aggregate amount not to exceed the greater of $20,000,000 and 1.5% of Consolidated Total Assets;

(g) after a Qualifying IPO, Restricted Payments of up to 6% per annum of the Net Cash Proceeds contributed to the common equity of the Lead Borrower from such Qualifying IPO; provided that immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(h) Restricted Payments (i) made on the Closing Date in connection with the Transactions or (ii) made within 60 days after the Closing Date for payments on stock appreciation rights in connection with the Transactions and in accordance with the Acquisition Agreement;

(i) repurchases of Equity Interests of Holdings, the Lead Borrower or any Restricted Subsidiary to fund the payment of withholding or similar Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options;

(j) in addition to the foregoing Restricted Payments, additional Restricted Payments, so long as, the Restricted Payment Conditions are satisfied; and

(k) Restricted Payments consisting of the proceeds of any Disposition permitted under Section 7.05(n), to the extent made in accordance with the Acquisition Agreement.

7.07 Change in Nature of Business . Engage in any material line of business substantially different from those lines of business conducted by the Lead Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

7.08 Transactions with Affiliates . Enter into any transaction of any kind with any Affiliate of the Lead Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries, (b) on fair and reasonable terms substantially as favorable to the Lead Borrower or such Restricted Subsidiary as would be obtainable by the Lead Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (d) (i) so long as no Event of Default under Section 8.01(a) , (f) or (g) shall have occurred and be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management Agreement (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to the greater of (x) $2,250,000 and (y) an amount equal to 1% of the aggregate amount of the cash equity contributions directly or indirectly made by the Sponsor to Holdings and further contributed to the Lead Borrower (other than any cash equity contributions constituting a Cure Amount), (B) in

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respect of the fees and/or payments payable in connection with the Acquisition, the amount disclosed to the Administrative Agent on or prior to the Closing Date and (C) in respect of fees payable in connection with transactions permitted by this Agreement, in amounts that are usual, customary and market for such transactions) and (ii) the payment of related indemnities and reasonable expenses, (e) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Lead Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations of the Lead Borrower and its Restricted Subsidiaries, (f) the Lead Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (g) the Lead Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Lead Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06 , (i) Investments in the Lead Borrower’s Subsidiaries and Joint Ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Lead Borrower and its Restricted Subsidiaries in such Subsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02 , (j) any payments required to be made pursuant to the Acquisition Agreement, (k) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Lead Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Lead Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (l) the Transactions; (m) pledges of Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary; (n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and (o) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08(o) or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect.

7.09 Burdensome Agreements . Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, any First Lien Loan Document or any Second Lien Loan Document) that limits the ability:

(a) of any Restricted Subsidiary of the Lead Borrower to make Restricted Payments to the Lead Borrower or any Guarantor which is a Restricted Subsidiary of the Lead Borrower or to otherwise transfer property to or invest in the Lead Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Lead Borrower in good faith), with respect to such restrictions than those contained in those agreements on the Closing Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Lead Borrower, so long as such

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agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Lead Borrower, provided that (x) any such agreement expressly permits such Restricted Payments, transfers of property and investments to pay the ABL Obligations and (y) the exception in this clause (ii) shall not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement governing Indebtedness of a Restricted Subsidiary of the Lead Borrower which is not a Loan Party which is permitted by Section 7.03 ; (iv) (x) any agreement in connection with a Disposition permitted by Section 7.05 and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.02 ), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in Permitted Term Indebtedness and Indebtedness incurred pursuant to Section 7.03(f) , (n) or (t) ( provided that the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Lead Borrower in good faith) than similar restrictions contained in the First Lien Credit Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; or

(b) of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the ABL Obligations except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03(e) or 7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (ii) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (iii) customary restrictions contained in Permitted Term Indebtedness and Indebtedness incurred pursuant to Section 7.03(f) , (n) or (t) ( provided that such restrictions do not restrict the Liens securing the ABL Obligations or the priority thereof required by the ABL/Term Intercreditor Agreement), (iv) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

7.10 Use of Proceeds . Use the proceeds of any Credit Extension, whether directly or indirectly, to (a) purchase or carry margin stock (within the meaning of Regulation U

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of the FRB), (b) extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose or (c) other than pursuant to and in accordance with Section 6.11 .

7.11 Fixed Charge Coverage Ratio . During any Covenant Trigger Period, permit the Fixed Charge Coverage Ratio as of the last day, as calculated on a Pro Forma Basis , of the most recently completed period of four consecutive fiscal quarters ending prior to the commencement of such Covenant Trigger Period for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b) , to be less than 1.00 to 1.00.

7.12 Amendments of Organization Documents . Amend any of its Organization Documents in a manner materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; it being understood and agreed that changes in organization of the Lead Borrower or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not be deemed materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; provided that the Lead Borrower and its Restricted Subsidiaries shall comply with the provisions of Sections 6.12 and 6.14 with respect to such changes in organization.

7.13 Accounting Changes . Make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP, or (b) in the case of the Lead Borrower only, fiscal year.

7.14 Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (1) any Indebtedness incurred pursuant to Section 7.03(t) that, in each case, is either unsecured or subordinated in right of payment to the ABL Obligations or (2) any Specified Affiliate Indebtedness (collectively, together with any Permitted Refinancing of any of the foregoing, “ Junior Financing ”), or make any payment in violation of any subordination terms of any Junior Financing Documentation, except: (i) any prepayment of Junior Financing so long as, the Specified Transaction Conditions are satisfied; (ii) (A) the repayment, prepayment or refinancing of any Junior Financing (other than Specified Affiliate Indebtedness) with the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.14 ) and (B) the refinancing of any Indebtedness described in the preceding clause (a)(1) with the proceeds of any Permitted Term Indebtedness that is unsecured or subordinated in right of payment to the ABL Obligations, in each case, to the extent not required to prepay any Revolving Credit Loans pursuant to Section 2.05(b) ; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests); (iv) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets; (v) (A) any repayment or prepayment of Specified Affiliate Indebtedness that is permitted by clause (L) of Section 7.03(r) and (B) the refinancing of Specified Affiliate Indebtedness with the Net Cash Proceeds of any Permitted

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Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.14 ) or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders any term or condition of any Junior Financing Documentation ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to any such modification or change, together with a reasonably detailed description of the material terms and conditions of such modification or change or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period).

7.15 Holding Companies .

(a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Lead Borrower and the performance of its obligations under the Loan Documents or any Permitted Term Indebtedness, (ii) incur any Indebtedness (other than (x) the ABL Obligations and any Permitted Term Indebtedness, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i) through (m) (other than Section 7.03(k)(B) ), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n) or (t) ), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Lead Borrower (other than Liens pursuant to any Loan Document, any Permitted Term Indebtedness Liens and non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Lead Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02 ) or (y) Investments of the type permitted by Section 7.02(a) , (b) , (h) , (k) or (m) .

(b) Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Lead Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Lead Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt

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securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

7.16 Deposit Accounts; Credit Card Processors . Open any new DDA (other than any Excluded DDA) unless the Loan Parties shall have delivered to the Collateral Agent appropriate Blocked Account Agreements consistent with the provisions of Section 6.18 and otherwise satisfactory to the Collateral Agent within ninety (90) days (or such longer period, not to exceed an additional thirty (30) days, as the Collateral Agent may agree in writing) of opening such new DDA. No Loan Party shall maintain any bank accounts or enter into any agreements with credit card processors or credit card issuers other than the ones expressly permitted hereby or contemplated in Section 6.18 .

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following shall constitute an Event of Default (each, an “ Event of Default ”):

(a) Non-Payment . The Borrowers or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan any L/C Obligation or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants . Any Loan Party fails to perform or observe any term, covenant or agreement contained in (i) clause (y) of the final paragraph of Section 4.01 , Section 6.02(d) , Section 6.03(a) , Section 6.05 (solely with respect to the Lead Borrower), Section 6.11 , Section 6.18(c) (subject to clause (b)(ii) below) or Article VII (subject to, in the case of the financial covenant contained in Section 7.11 , the cure rights contained in Section 8.03 ), (ii) Section 6.02(b) , Section 6.02(e) , Section 6.18(a) , Section 6.18(b) , and Section 6.18(c) (solely with respect to the initial Covenant Trigger Event with respect to any Covenant Trigger Period) and such failure described in this clause (b)(ii) continue for one (1) Business Day, (iii) Section 6.02(c) and such failure described in this clause (b)(iii) continues for three (3) days or (iv) Section 6.01 (c) and Section 6.02(a) and such failure described in this clause (b)( iv ) continues for five (5) days; or

(c) Other Defaults . Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent or the Collateral Agent to the Lead Borrower; or

(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document

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required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default . (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (x) Indebtedness under the First Lien Credit Agreement, (y) Indebtedness under the Second Lien Credit Agreement or (z) any other Indebtedness (other than Indebtedness hereunder) having (in the case of this clause (z) ) an aggregate principal amount of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness; provided , further , that such failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02 ; or

(f) Insolvency Proceedings, Etc . Any Loan Party or any of its Restricted Subsidiaries that is not an Immaterial Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment . (i) Any Loan Party or any Restricted Subsidiary that is not an Immaterial Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) calendar days after its issue or levy; or

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(h) Judgments . There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA . (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or satisfaction in full of all the ABL Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the ABL Obligations and termination of the Aggregate Commitments), or purports to revoke or rescind any Loan Document; or

(k) Change of Control . There occurs any Change of Control; or

(l) Collateral Documents . Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05 ) cease to create a valid and perfected lien on and security interest in the Collateral covered thereby with the priority required by the ABL/Term Intercreditor Agreement, subject to Liens permitted under Section 7.01 , except to the extent that any such perfection or priority is not required pursuant to Section 4.01 , Section 6.12 or Section 6.14 or results from the failure of the Collateral Agent (or a bailee on its behalf in accordance with the ABL/Term Intercreditor Agreement) to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents.

Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01 , any reference in any such clause to any Restricted Subsidiary shall be deemed to exclude any Immaterial Subsidiary (provided however that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

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8.02 Remedies Upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Revolving Credit Facility have been designated as “Designated Senior Debt”, and/or under applicable Law;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Right to Cure . Notwithstanding anything to the contrary contained in Section 8.01 or 8.02 , in the event that the Lead Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.11 , then (A) after the beginning of the applicable fiscal quarter, until the expiration of the 10th day subsequent to the date the relevant financial statements are required to be delivered with respect to such fiscal quarter pursuant to Section 6.01(a) or 6.01(b) , Holdings shall have the right to issue common equity for cash and to contribute such cash as common equity to the capital of the Lead Borrower (the “ Cure Right ”), and upon the receipt by the Lead Borrower of such cash (the “ Cure Amount ”) pursuant to the exercise by the Holdings of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments:

(i) Consolidated EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not for the purpose of determining satisfaction of the Specified Transaction Conditions, the Restricted Payment

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Conditions or the availability or amount of any covenant baskets or carve-outs, by an amount equal to the Cure Amount; provided that the receipt by the Lead Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under this Agreement, including for purposes of determining the availability or amount of any covenant baskets or carve-outs, the applicability of the Specified Transaction Conditions or the Restricted Payment Conditions ; and

(ii) If, after giving effect to the foregoing recalculations, the Lead Borrower shall then be in compliance with the requirements of the financial covenant set forth in Section 7.11 , the Lead Borrower shall be deemed to have satisfied the requirements of the financial covenant set forth in Section 7.11 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement; and

(B) upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10 th day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “ Anticipated Cure Deadline ”), that the Lead Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 7.11 until such failure is not cured pursuant to the exercise of the Cure Right on or prior to the Anticipated Cure Deadline; provided that, for the avoidance of doubt, no Credit Extension under the Revolving Credit Facility shall be made for so long as the Lead Borrower is not in compliance with the financial covenant set forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03 .

Notwithstanding anything herein to the contrary, (i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of the Revolving Credit Facility, and (iii) for purposes of this Section 8.03 , the Cure Amount utilized shall be no greater than the amount required for purposes of complying with the financial covenant set forth in Section 7.11 .

8.04 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the ABL Obligations shall, subject to the provisions of Sections 2.15 and 2.16 and the prior payment and distribution of the proceeds of the Term Priority Collateral to the Designated Term Representative (for distribution in accordance with the Term Loan Documents), in accordance with the ABL/Term Intercreditor Agreement, be applied by the Collateral Agent in the following order:

First , to payment of that portion of the ABL Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable under Article III ) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such;

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Second , to payment of that portion of the ABL Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under Sections 10.04 and 10.05 ) arising under the Loan Documents and amounts payable under Article III , ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third , to the extent not previously reimbursed by the Lenders, to payment to the Administrative Agent of that portion of the ABL Obligations constituting principal and accrued and unpaid interest on any Protective Overadvances;

Fourth , to the extent that Swing Line Loans have not been refinanced by a Revolving Credit Loan, to payment to the Swing Line Lender of that portion of the ABL Obligations constituting accrued and unpaid interest on the Swing Line Loans;

Fifth , the extent that Swing Line Loans have not been refinanced by a Revolving Credit Loan, to payment to the Swing Line Lender of that portion of the Obligations constituting unpaid principal of the Swing Line Loans;

Sixth , to payment of that portion of the ABL Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Sixth payable to them;

Seventh , (i) to payment of that portion of the ABL Obligations constituting (x) unpaid principal of the Loans, the L/C Borrowings and (y) principal or any other payments then owing under Secured Hedge Agreements and the Secured Cash Management Agreements, for which, in the case of this clause (y) , Reserves have been established by the Administrative Agent and (ii) to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 2.03 and 2.15 , ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Seventh payable to them;

Eight , to the payment of all other ABL Obligations of the Loan Parties that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such ABL Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date;

Ninth , in respect of the proceeds of the ABL Priority Collateral only, to the Designated Term Representative, to be applied in accordance with the Term Loan Documents or as otherwise provided in the ABL/Term Intercreditor Agreement; and

Last , the balance, if any, after all of the ABL Obligations and all obligations under the Term Loan Documents have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

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Subject to Sections 2.03(c) and 2.15 , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Seventh above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired without any pending drawing thereon, such remaining amount shall be applied to the other ABL Obligations, if any, in the order set forth above.

Notwithstanding anything herein to the contrary, the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the ABL Obligations otherwise set forth above in this Section 8.04 .

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01 Appointment and Authorization of Agents .

(a) Each Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Cash

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Management Bank and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07 , 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.

9.02 Delegation of Duties . The Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. None of the Administrative Agent or the Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of its own gross negligence or willful misconduct to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction.

9.03 Liability of Agents . No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04 Reliance by Agents .

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice,

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consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and L/C Issuers against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and L/C Issuers.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 , each Lender and L/C Issuer 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 and L/C Issuer unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

9.05 Notice of Default . None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the applicable Lenders and L/C Issuers, unless it shall have received written notice from a Lender or the Lead Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default”. Each of the Administrative Agent and the Collateral Agent will notify the Lenders and L/C Issuers of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII ; provided , however , that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders and L/C Issuers.

9.06 Credit Decision; Disclosure of Information by Agents . Each Lender and L/C Issuer acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender and L/C Issuer as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender and L/C Issuer represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and

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creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers and the other Loan Parties hereunder. Each Lender and L/C Issuer also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders and L/C Issuers by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender and L/C Issuer with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

9.07 Indemnification of Agents . Whether or not the transactions contemplated hereby are consummated, the Lenders and L/C Issuers shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata , and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided , however , that no Lender and L/C Issuer shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07 . In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender and L/C Issuer or any other Person. Without limitation of the foregoing, each Lender and L/C Issuer shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other ABL Obligations and the resignation of the Administrative Agent or the Collateral Agent.

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Lenders and L/C Issuers acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them. With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and L/C Issuer and may exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

9.09 Successor Agents . (a) The Administrative Agent may resign as the Administrative Agent and the Collateral Agent upon thirty (30) days’ notice to the Lenders. If an Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrowers shall not be unreasonably withheld or delayed and shall be deemed given if the Borrowers fail to respond within ten (10) Business Days). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” and “Collateral Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Lead Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed and shall be deemed given if the Borrowers fail to respond within ten (10) Business Days), on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent from among the Lenders. If a successor Administrative Agent has not so been appointed, the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation (i) the retiring 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 the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required

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Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent and the Collateral Agent.

(b) Any resignation by the Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as the Swing Line Lender, an L/C Issuer and the Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative Agent, hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, the retiring Swing Line Lender and the retiring Collateral Agent, (ii) the retiring L/C Issuer, the retiring Swing Line Lender and the retiring Collateral Agent shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.10 Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent or the Collateral Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent or the Collateral Agent shall have made any demand on any of the Borrowers) shall be entitled and empowered, 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 Loans, L/C Obligations and all other ABL 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 L/C Issuers, the Administrative Agent or the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers, the Administrative Agent or the Collateral Agent under Sections 2.03(h) and (i) , 2.09 and 10.04 ) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent or the Collateral Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04 .

Nothing contained herein shall be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the ABL Obligations or the rights of any Lender or to authorize the Administrative Agent or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.

9.11 Collateral and Guaranty Matters . Each of the Lenders (including in their capacities as potential or actual Hedge Banks and potential or actual Cash Management Banks) and each L/C Issuer irrevocably authorizes the Collateral Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all ABL Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01 , if approved, authorized or ratified in writing by the Required Lenders;

(b) to subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i) or, in the case of subordination only, 7.01(p) ; and

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or

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to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11 . In each case as specified in this Section 9.11 , the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11 .

9.12 Secured Cash Management Agreements and Secured Hedge Agreements . No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.04 , any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral 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 IX to the contrary, none of the Administrative Agent or the Collateral Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, ABL Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent and the Collateral Agent have received written notice of such ABL Obligations, together with such supporting documentation as the Administrative Agent or the Collateral may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

9.13 Other Agents; Arranger and Managers . None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent”, “documentation agent”, “joint lead arranger”, or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

9.14 Appointment of Supplemental Administrative Agents .

(a) Each of the Administrative Agent and the Collateral Agent is hereby authorized to appoint additional Persons selected by it in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “ Supplemental Administrative Agent ” and collectively as “ Supplemental Administrative Agents ”).

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to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers, privileges and duties with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Section 9.07 (obligating the Borrower s to pay the Collateral Agent’s expenses and to indemnify the Collateral Agent) that refer to the Collateral Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Administrative Agent, as the context may require.

(c) Should any instrument in writing from any Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Administrative Agent.

9.15 Withholding . To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with any and all expenses incurred, unless such amounts have been indemnified by any Loan Party or the relevant Lender.

ARTICLE X
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (x) the Administrative Agent and the Lead Borrower may, with the consent of the other (and no other

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Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent, any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents and (y) no such amendment, waiver or consent shall:

(a) extend or increase the Revolving Credit Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Event of Default, mandatory prepayment or mandatory reduction of the Revolving Credit Commitments (other than any such reduction pursuant to Section 2.06(b)(ii) ) shall not constitute an extension or increase of any Revolving Credit Commitment of any Lender);

(b) postpone any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01 ) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definitions of Availability or Average Daily Availability or in the component definitions thereof shall not constitute a reduction in the rate; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) change any provision of this Section 10.01 , Section 2.06(c) or the definition of “Required Lenders”, “Required 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;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) release all or substantially all of the value of the guarantees made by the Guarantors, without the written consent of each Lender;

(g) change (A) Section 2.06(c) in a manner that would alter the term of pro rata sharing of reductions in the Revolving Credit Facility required thereby without the written consent of each Lender and (B) Section 2.13 or Section 8.04 in a manner that would alter the order or pro rata sharing of payments required thereby without the written consent of each Lender;

(h) modify the definition of Protective Overadvance or Section 2.02(h) so as to increase the amount of the Protective Overadvances and Overadvance Loans or,

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except as otherwise provided in the definition of Protective Overadvances, the time period for which a Protective Overadvance or Overadvance Loan may remain outstanding, without the written consent of each Lender ; or

(i) (x) increase any advance rate percentage or eligibility criteria set forth in the definition of Borrowing Base or (y) otherwise change the definition of the Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by the Borrowers would be increased, in each case, without the written consent of the Required Supermajority Lenders, provided that the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves;

and provided , further that (i) no amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, 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) this Agreement may be amended (or amended and restated) to the extent required to give effect of the provisions of Section 2.14 . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Credit Commitment of any Defaulting Lender may not be increased or extended, the maturity of any of its Loans may not be extended and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Further, notwithstanding any provision herein to the contrary, the Borrowers may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “ Loan Modification Accepting Lenders ”). The Borrowers and each Loan Modification Accepting

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Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “ Loan Modification Agreement ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Revolving Credit Commitments of the Loan Modification Accepting Lenders under the Revolving Credit Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent shall have received all corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01 reasonably requested by the Administrative Agent. As used in this paragraph, “ Permitted Amendments ” shall be limited to (i) an extension of the final maturity date of the applicable Revolving Credit Commitments and Loans of the Loan Modification Accepting Lenders ( provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a change in rate of interest (including a change to the Applicable Margin and any provision establishing a minimum rate), with respect to the applicable Loans and Commitments of the Loan Modification Accepting Lenders and/or a change in the payment of fees to the Loan Modification Accepting Lenders (such change and/or payments to be in the form of cash, Equity Interests or other property to the extent not prohibited by this Agreement); and (iii) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (ii) of this sentence.

10.02 Notices; Effectiveness; Electronic Communications .

(a) General . Unless otherwise expressly provide herein, 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 telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, any Borrower, the Administrative Agent, the Collateral Agent, the Swing Line Lender or an L/C Issuer, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02(a) ; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

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the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under such Article II by electronic communication. The Administrative Agent or the Borrowers may, in their 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 the 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); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient 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.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENTS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent-Related Person have any liability to Holdings, the Borrowers, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided , however , that in no event shall any Agent-Related Person have any liability to Holdings, the Borrowers, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(d) Change of Address, Etc . Each of Holdings, the Borrowers, the Administrative Agent, the Collateral Agent, the Swing Line Lender and each L/C Issuer and may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the Collateral Agent, the Swing Line Lender and each L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent have on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, 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 Laws, to make reference to Borrower 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 Lead Borrower or its securities for purposes of United States federal or state securities laws.

(e) Reliance by Administrative Agent, Collateral Agent, L/C Issuers and Lenders . The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrowers (or any of them) even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the Collateral Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender, any L/C Issuer, the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

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and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) the Swing Line Lender and each L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Swing Line Lender or an L/C Issuer, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13 ), or (d) 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 Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) , (c) and (d) of the preceding proviso and subject to Section 2.13 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses and Taxes . The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agents and the Arrangers for all reasonable costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent and the Arrangers and, if necessary, of one local counsel in each relevant jurisdiction and of special and conflicts counsel) including the costs of field exams and appraisals, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, each Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the fees, disbursements and other charges of counsel (limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, the Arrangers, the L/C Issuers and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction and of special counsel and, in the event of any conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, each Documentation Agent, each Arranger, each L/C Issuer and each Lender subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01 . The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within five (5) Business Days after invoiced or

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demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other ABL Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent, the Syndication Agent, any Documentation Agent, any Arranger, any L/C Issuer or any Lender, in its sole discretion.

10.05 Indemnification by the Lead Borrower . The Lead Borrower shall indemnify and hold harmless the Administrative Agent, the Syndication Agent, each Documentation Agent, each Arranger, each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, partners, directors, officers, employees, counsel, agents and, in the case of any funds, trustees, advisors, and other representatives and attorneys-in-fact (collectively the “ Indemnitees ”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), expenses and disbursements (including the fees, disbursements and other charges of (i) one counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel to the affected Lender or group of Lenders, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent with and permitted by professional responsibility rules, and (iii) if necessary, one local counsel in each relevant jurisdiction and special counsel) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnitee in any way relating to or arising out of or in connection with or by reason of (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Revolving Credit Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer 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), (c) any Environmental Release of Hazardous Materials on or from any property currently owned, leased or operated by the Lead Borrower, any Subsidiary or any other Loan Party or its Subsidiaries, or any Environmental Liability related in any way to the Lead Borrower, any Subsidiary or any other Loan Party (other than any Environmental Release or Environmental Liability resulting solely from acts or omissions by Persons other than the Lead Borrower, its Subsidiaries or any other Loan Party, with respect to the applicable property after the Collateral Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), (d) the Commitment Letter or the Fee Letter or (e) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such proceeding is brought by the Lead Borrower or any other Person (all the foregoing, collectively, the “ Indemnified Liabilities ”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided , that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) arise from a dispute that does not involve any action or omission of the Lead Borrower or any of its Affiliates

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and is solely among the Indemnitees (other than in connection with any such party acting in its capacity as an Arranger or an Agent) or (y) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliates’ bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliate’s bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee or Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not affect the Loan Parties’ indemnification obligations pursuant to this Section 10.05 . In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.

No Loan Party shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without the Lead Borrower’s consent (which consent shall not be unreasonably withheld or delayed), but if settled with the Lead Borrower’s consent, or if there is a judgment against an Indemnitee in any such claim, investigation, litigation or proceeding, the Lead Borrower agrees to indemnify and hold harmless each Indemnitee in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnitee shall have requested in accordance with this Section 10.05 that the Lead Borrower reimburses such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any claim, investigation, litigation or proceeding, which legal or other expenses are reimbursable pursuant to this Section 10.05 , the Lead Borrower shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without the Lead Borrower’s written consent if (a) such settlement is entered into more than forty-five (45) days after such request for reimbursement is sent to the Lead Borrower and (b) the Lead Borrower shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement (unless such reimbursement request is subject to a good faith dispute). The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any L/C Issuer or any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other ABL Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes arising from a non-Tax claim, shall be covered by Section 3.01 and shall not be covered by this Section 10.05 .

10.06 Payments Set Aside . To the extent that any payment by or on behalf of the Borrowers (or any of them) is made to any Agent, to any L/C Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent

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or preferential, set aside or required (including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent or the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the ABL Obligations and the termination of this Agreement.

10.07 Successors and Assigns .

(a) 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 none of the Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each Lender and each L/C Issuer (except as permitted by Section 7.04) , and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b) , (ii) by way of participation in accordance with the provisions of Section 10.07(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) 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 Commitment(s) and the Loans (including for purposes of this Section 10.07(b) , participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided , that (i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) under the Revolving Credit Facility and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount shall need to be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the outstanding principal balance of the 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 the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead Borrower otherwise consents (each such

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consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitment assigned, except that this clause (ii) shall not apply to a Swing Line Lender’s rights and obligations in respect of Swing Line Loans; (iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition (A) the consent of the Lead Borrower (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, (2) such assignment is made to a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or (3) in connection with the primary syndication of the Revolving Credit Facility, such assignment is made to a Lender that has been identified to and consented to by the Lead Borrower prior to the Closing Date, provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; and (C) the consent of each L/C Issuer and each Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment); (v) no such assignment shall be made to (A) to 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 (A) , (B) a natural person, (C) Holdings, the Lead Borrower, any of their Subsidiaries or any of their Affiliates or (D) absent the consent of the Lead Borrower (which consent may be withheld in the sole discretion of the Lead Borrower), to a Person (an “ Ineligible Assignee ”) disclosed on a list posted on the Platform prior to the Closing Date, as updated from time to time (but no more often than quarterly) by the Lead Borrower to include competitors of the Lead Borrower (but not other Persons) by posting a new such list of Ineligible Assignees on the Platform; provided that, notwithstanding anything to the contrary, the Administrative Agent shall not have any obligation to determine whether any potential assignee is an Ineligible Assignee or any liability with respect to any assignment made to an Ineligible Assignee; (vi) the assigning Lender shall deliver any Notes evidencing such Loans to the Lead Borrower or the Administrative Agent; and (vii) 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 the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or

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subparticipations, or other compensating actions, including funding, with the consent of the Lead Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by such Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share; provided that 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 the Administrative Agent pursuant to Section 10.07(c) , from and after the effective date specified in each Assignment and Assumption, the Eligible 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 3.01 , 3.04 , 3.05 , 10.04 , and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) 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 Section 10.07(d) .

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03 , owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents 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, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as Defaulting Lender. The Register shall be available for inspection by any Borrower, any Agent and any Lender with respect to such Lender’s entry, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a

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natural person, an Ineligible Assignee or a Defaulting Lender) (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 the Loans (including for purposes of this Section 10.07 (d) , participations in L/C Obligations and in Swing Line Loans) at the time 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, the Agents 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; provided , further that the Administrative Agent shall not have any obligation to determine whether any potential Participant is an Ineligible Assignee or any liability with respect to any participation sold to an Ineligible Assignee. 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, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e) , the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) . To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 , 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead Borrower’s prior written consent, 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. A Participant shall not be entitled to the benefits of Section 3.01 and Section 3.04 unless such Participant agrees, for the benefit of the Lead Borrower, to comply with obligations, restrictions and limitations under such Sections and Section 3.07 as though it were a Lender. Each Lender that sells a participation agrees to cooperate with the Lead Borrower to effectuate the provisions of Section 3.07 with respect to any Participant.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided , that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that

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unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 , (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(h) Notwithstanding anything to the contrary contained herein, if at any time the Administrative Agent assigns all of its Revolving Credit Commitments and Loans pursuant to Section 10.07(b) , the Administrative Agent may, (i) upon thirty (30) days’ notice to the Borrowers and the Lenders, resign as an L/C Issuer and/or (ii) upon thirty (30) days’ notice to the Borrowers, resign as the Swing Line Lender. In the event of any such resignation as L/C Issuer or the Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided , however , that no failure by the Borrowers to appoint any such successor shall affect the resignation of the Administrative Agent as an L/C Issuer or the Swing Line Lender, as the case may be. If the Administrative Agent resigns as an L/C Issuer or the Swing Line Lender, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ). If the Administrative Agent resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of such resignation as the Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) . Upon the appointment of a successor L/C Issuer or Swing Line Lender, (A) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the Administrative Agent to effectively assume the obligations of the Administrative Agent with respect to such Letters of Credit.

(i) Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers (solely for tax purposes), shall maintain a register on which it enters the name and address of each Participant, and the amount of each such Participant’s interest in such Lender’s rights and/or obligations under this Agreement (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 such Lender’s rights and/or obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such rights and/or obligations are 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 manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation interest.

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10.08 Confidentiality . Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates, to its and its Affiliates’ directors, officers, employees and agents, including accountants, auditors, legal counsel and other advisors and to the Persons approving or administering a Loan on behalf of an Agent or a Lender (it being understood that all Persons pursuant to clause (a) to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary practices); (b) to the extent requested or required by any regulatory authority having or purporting to have jurisdiction over such Agent, Lender or its respective Affiliates or in connection with any pledge or assignment permitted under Section 10.07(f) ; (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Lead Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or to any prospective counterparty to any Cash Management Agreement or Swap Contract; (g) with the consent of the Lead Borrower; (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 10.08 or (B) is independently developed by such Agent, Lender or any of their respective Affiliates; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating such Agent or Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Revolving Credit Commitments, and the Credit Extensions. For the purposes of this Section 10.08 , “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 ; provided , that, in the case of information received from a Loan Party after the Closing Date, 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 10.08 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.

Each of the Agents, the Lenders and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Lead Borrower, Holdings or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such

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material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

10.09 Setoff . In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Agent, Lender and L/C Issuer is authorized at any time and from time to time, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by the Borrowers (on their own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all ABL Obligations owing to such Agent, Lender or L/C Issuer hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent, such Lender or such L/C Issuer shall have made demand under this Agreement or any other Loan Document and although such ABL Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the ABL Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Agent, each Lender and L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such Agent, such Lender and L/C Issuer may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Lead Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be available for, payment of the ABL Obligations of the Lead Borrower or any Domestic Subsidiary, it being understood that the Equity Interests of any Foreign Subsidiary that is directly owned by the Lead Borrower or a Domestic Subsidiary do not constitute such an asset (and may be pledged to the extent set forth in Section 6.12 ).

10.10 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in equal or

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unequal parts the total amount of interest throughout the contemplated term of the ABL Obligations hereunder.

10.11 Counterparts . This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Administrative Agent may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided , that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

10.12 Integration; Effectiveness . This Agreement and the other Loan Documents 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, other than those provisions of the Commitment Letter which by their terms remain in full force and effect to the extent not covered by this Agreement. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent, each L/C Issuer and each Lender, regardless of any investigation made by any Agent, any L/C Issuer or any Lender or on their behalf and notwithstanding that any Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other ABL Obligation hereunder shall remain unpaid or unsatisfied or any Commitment or Letter of Credit shall remain outstanding.

10.14 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14 , if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Swing Line Lender or the

188

applicable L/C Issuer, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.15 Governing Law; Jurisdiction; Etc .

(a) GOVERNING LAW . THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION . EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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 ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE LEAD BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . EACH PARTY HERETO 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 PARAGRAPH (B) OF THIS SECTION. 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 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY

189

PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.16 WAIVER OF RIGHT TO TRIAL BY JURY . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.17 Binding Effect . This Agreement shall become effective when it shall have been executed by the Borrowers, the Administrative Agent and the Collateral Agent and the Administrative Agent shall have been notified by each Lender, the Swing Line Lender and each L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it, and thereafter shall be binding upon and inure to the benefit of the Borrowers, each Agent, each Lender and each L/C Issuer and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders and the L/C Issuers except as permitted by Section 7.04 .

190

Holdings or any of their respective Affiliates, or any other Person and (B) none of the Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrowers, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, Holdings and their respective Affiliates, and none of the Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrowers, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have against the Agents, the Arrangers, the L/C Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.19 Affiliate Activities . Each of the Borrowers and Holdings acknowledges that each Agent and each Arranger (and their respective Affiliates) is a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, it may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Borrowers, Holdings and their respective affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated hereby and by the other Loan Documents (ii) be customers or competitors of the Borrowers, Holdings and their respective Affiliates or (iii) have other relationships with the Borrowers, Holdings and their respective Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons. It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrowers, Holdings and their respective Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

10.20 Electronic Execution of Assignments and Certain Other Documents . The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) 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.

191

10.21 USA PATRIOT ACT; “Know Your Customer” Checks .(a) Each L/C Issuer and each Lender that is subject to the PATRIOT Act (as hereinafter defined) or other applicable “know your customer” and anti-money laundering rules and regulations and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ PATRIOT Act ”) or other applicable “know your customer” and anti-money laundering rules and regulations, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such L/C Issuer, such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrowers shall, promptly following a request by the Administrative Agent, any L/C Issuer or any Lender, provide all documentation and other information that the Administrative Agent, such L/C Issuer or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

(b) If in connection with (i) the introduction of or any Change in Law, (ii) any change in the status of a Loan Party after the Closing Date, (iii) the addition of any Guarantor pursuant to Section 6.12 , (iv) any proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, (v) the appointment of an L/C Issuer pursuant to Section 2.03 or (vi) any L/C Credit Extension, the Administrative Agent, any Lender (or, in the case of clause (iv) above, any prospective Lender) or any L/C Issuer requires additional information in order to comply with “know your customer” or similar identification procedures, each of Holdings and the Borrowers shall, and shall cause each other Loan Party and Restricted Subsidiary to, promptly upon the request of the Administrative Agent, such Lender or such L/C Issuer, provide such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender), such Lender (for itself or, in the case of the event described in clause (iv) above, on behalf of any prospective Lender) or such L/C Issuer in order for the Administrative Agent, such Lender, such prospective Lender or such L/C Issuer to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents. The applicable L/C Issuer shall not be required to make such L/C Credit Extension unless it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable Laws and regulations with respect to such L/C Credit Extension.

10.22 Keepwell . Each Qualified ECP Borrower 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 Borrower to honor all of its obligations under this Agreement in respect of Swap Obligations ( provided , however , that each Qualified ECP Borrower shall only be liable under this Section 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.22 , or otherwise under this Agreement, as it relates to such Borrower, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Borrower under this Section 10.22 shall remain in full force

192

and effect so long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place). Each Qualified ECP Borrower intends that this Section 10.22 constitute, and this Section 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

10.23 ABL/Term Intercreditor Agreement .Each of the Lenders and L/C Issuers hereby acknowledges that it has received and reviewed the ABL/Term Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender and L/C Issuers (and each Person that becomes a Lender or L/C Issuer under this Agreement) hereby authorizes and directs Wells Fargo, as representative for the Secured Parties, to enter into the ABL/Term Intercreditor Agreement on behalf of such Lender and agrees such representative may take such actions on its behalf as is contemplated by the terms of the ABL/Term Intercreditor Agreement. In addition, each Lender and Agent acknowledge and agree that (a) the rights and remedies of the Agents, Lenders and L/C Issuers hereunder and under the other Loan Documents are subject to the ABL/Term Intercreditor Agreement and (b) in the event of a conflict, the provisions of the ABL/Term Intercreditor Agreement shall control. Each Lender further understands, acknowledges and agrees that the provisions setting forth the priorities as between the Secured Parties and the Term Secured Parties are set forth in the ABL/Term Intercreditor Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

193

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

GYP HOLDINGS III CORP.


By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President and Assistant Secretary


GYP HOLDINGS II CORP.


By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President and Assistant Secretary


EACH OF THE ENTITIES LISTED ON SCHEDULE I


By:	/s/ G. Michael Callahan
	Name:	G. Michael Callahan, Jr.
	Title:	President

[Signature Page to the ABL Credit Agreement]

CAPITOL BUILDING SUPPLY, INC.
CAPITOL INTERIOR PRODUCTS, INC.
CAPITOL MATERIALS OF SAVANNAH, INC.
CAPITAL MATERIALS INCORPORATED
CARTER HARDWARE COMPANY
CHAPARRAL MATERIALS, INC.
CHEROKEE BUYILDING MATERIALS OF OKC, INC.
CHEROKEE BUILDING MATERIALS, INC.
COASTAL INTERIOR PRODUCTS, INC.
COLONIAL MATERIALS OF FAYETTEVILLE, INC.
COLONIAL MATERIALS, INC.
COMMERCIAL INTERIOR PRODUCTS, INC.
COMMONWEALTH BUILDING MATERIALS, INC.
COWTOWN MATERIALS, INC.
EASTEX MATERIALS, INC.
GATOR GYPSUM, INC.
GMS STRATEGIC SOLUTIONS, INC.
GTS DRYEWALL SUPPLY COMPANY
HILL COUNTRY MATERIALS, INC.
LONE STAR MATERIALS, INC.
LONGHORN BUILDING MATERIALS, INC.
MISSOURI DRYWALL SUPPLY, INC.
PIONEER MATERIALS WEST, INC.
PIONEER MATERIALS, INC.
RIO GRANDE BUILDING MATERIALS, INC.
ROCKET INSTALLATION, INC.
ROCKY TOP MATERIALS, INC.
STATE LINE BUILDING SUPPLY, INC.
SUN VALLEY INTERIOR SUPPLY, INC.
TAMARACK MATERIALS DAKOTA, INC.
TAMARACK MATERIALS NORTHLAND, INC.
TAMARACK MATERIALS OF ROCHESTER, INC.
TAMARACK MATERIALS, INC.
TEJAS MATERIALS, INC.
TOOL SOURCE WAREHOUSE, INC.
TUCKER ACOUSTICAL PRODUCTS, INC.
TUCKER MATERIALS OF COLUMBIA, INC.
TUCKER MATERIALS OF MYRTLE BEACH, INC.
TUCKER MATERIALS, INC.
WILDCAT MATERIALS, INC.

By:	/s/ G. Michael Callahan, Jr.
	Name:	G. Michael Callahan, Jr.
	Title:	President

[Signature Page to the ABL Credit Agreement]

WELLS FARGO BANK, N.A., as Administrative Agent, Collateral Agent, Revolving Credit Lender, Swing Line Lender and L/C Issuer


By:	/s/ Jennifer Avrigian
	Name:	Jennifer Avrigian
	Title:	Director

[Signature Page to the ABL Credit Agreement]

SUNTRUST BANK, as Revolving Credit Lender and L/C Issuer


By:	/s/ Amanda Watkins
	Name:	Amanda Watkins
	Title:	Director

[Signature Page to the ABL Credit Agreement]

ROYAL BANK OF CANADA,
as Revolving Credit Lender


By:	/s/ Daniel Gioia
	Name:	Daniel Gioia
	Title:	Authorized Signatory

[Signature Page to the ABL Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Revolving Credit Lender


By:	/s/ Judith Smith
	Name:	Judith Smith
	Title:	Authorized Signatory


By:	/s/ Michael D’onofrio
	Name:	Michael D’onofrio
	Title:	Authorized Signatory

[Signature Page to the ABL Credit Agreement]

UBS AG, STAMFORD BRANCH, as Revolving Credit Lender


By:	/s/ James Morgan
	Name:	James Morgan
	Title:	Executive Director

By:	/s/ Jennifer Anderson
	Name:	Jennifer Anderson
	Title:	Associate Director

[Signature Page to the ABL Credit Agreement]

BANK OF AMERICA, N.A.,
as Revolving Credit Lender


By:	/s/ Robert B.H. Moore
	Name:	Robert B.H. Moore
	Title:	Senior Vice President

[Signature Page to the ABL Credit Agreement]

Schedule I to
the Credit Agreement

GUARANTOR

1. GYP Holdings II Corp.

BORROWERS

1. GYP Holdings III Corp.

2. Capitol Building Supply, Inc.

3. Capitol Interior Products, Inc.

4. Capitol Materials of Savannah, Inc.

5. Capitol Materials, Incorporated

6. Carter Hardware Company

7. Chaparral Materials, Inc.

8. Cherokee Building Materials of OKC, Inc.

9. Cherokee Building Materials, Inc.

10. Coastal Interior Products, Inc.

11. Colonial Materials of Fayetteville, Inc.

12. Colonial Materials, Inc.

13. Commercial Interior Products, Inc.

14. Commonwealth Building Materials, Inc.

15. Cowtown Materials, Inc.

16. Eastex Materials, Inc.

17. Gator Gypsum, Inc.

18. GMS Strategic Solutions, Inc.

19. GTS Drywall Supply Company

20. Gypsum Management and Supply, Inc.

21. Hill Country Materials, Inc.

22. Lone Star Materials, Inc.

23. Longhorn Building Materials, Inc.

24. Missouri Drywall Supply, Inc.

25. Pioneer Materials West, Inc.

26. Pioneer Materials, Inc.

27. Rio Grande Building Materials, Inc.

28. Rocket Installation, Inc.

29. Rocky Top Materials, Inc.

30. State Line Building Supply, Inc.

31. Sun Valley Interior Supply, Inc.

32. Tamarack Materials Dakota, Inc.

33. Tamarack Materials Northland, Inc.

34. Tamarack Materials of Rochester, Inc.

35. Tamarack Materials, Inc.

36. Tejas Materials, Inc.

37. Tool Source Warehouse, Inc.

38. Tucker Acoustical Products, Inc.

39. Tucker Materials of Columbia, Inc.

40. Tucker Materials of Myrtle Beach, Inc.

41. Tucker Materials, Inc.

42. Wildcat Materials, Inc.

Schedule II to
the Credit Agreement

IMMATERIAL SUBSIDIARIES

None.

Schedule III to
the Credit Agreement

EXISTING LETTERS OF CREDIT

Number	Issuing Bank	Beneficiary	Amount		Expiration Date
F845312	SunTrust Banks, Inc.	Travelers Indemnity Company	$	14,000.00	12/15/14
P601277	SunTrust Banks, Inc.	Zurich-American Insurance Company	$	3,750,000.00	5/31/14
F855572	SunTrust Banks, Inc.	Gwinnett Industries, Inc.	$	17,500.00	11/30/14
WF IS0029468U	Wells Fargo Bank, N.A.	ACE American Insurance Company	$	5,899,856.00	4/21/14

Schedule 2.01 to
the Credit Agreement

REVOLVING CREDIT COMMITMENTS AND PRO RATA SHARES

Name of Lender	Commitment		Pro Rata Share
Wells Fargo Bank, N.A.	$	60,000,000	30	%
SunTrust Bank	$	40,000,000	20	%
Royal Bank of Canada	$	30,000,000	15	%
UBS AG, Stamford Branch	$	30,000,000	15	%
Credit Suisse AG, Cayman Islands Branch	$	25,000,000	12.5	%
Bank of America, N.A.	$	15,000,000	7.5	%
Total	$	200,000,000	100	%

Schedule 4.01(a)(viii) to

the Credit Agreement

Local Counsel

Schedule 5.08(b) to
the Credit Agreement

MATERIAL REAL PROPERTY

Record Owner		Address
Capitol Building Supply, Inc.		6813 Quad Avenue, Baltimore, MD 21237
Chaparral Materials, Inc.		4220 Stanley Drive, Rio Rancho, NM 87144
GTS Drywall Supply Company		10819 120th Avenue NE, Kirkland, WA 98033
Tamarack Materials, Inc.		9300 James Avenue S., Bloomington, MN 55431
Gypsum Management and Supply, Inc.		7271 S. Eagle Street, Centennial, CO 80112
Tejas Materials, Inc.		1902 Weber Street, Houston, TX 77007-2809

Schedule 5.09 to
the Credit Agreement

ENVIRONMENTAL MATTERS

None.

Schedule 5.11(d) to
the Credit Agreement

PENSION PLANS

Plan

1. Teamsters National 401(k) Savings Plan

2. Minnesota Teamsters Member 401(k) Plan

3. Teamsters Local 346 Savings and 401(k) Plan

4. Construction Industry Laborers Welfare Fund

5. Local 682 Health and Welfare Trust Fund

6. Construction Laborers Pension Fund

Schedule 5.12 to
the Credit Agreement

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS
(upon the consummation of the Acquisition)

	Entity Name	Jurisdiction of Organization
1.	Coastal Interior Products, Inc.**	AL
2.	Pioneer Materials West, Inc. **	CO
3.	State Line Building Supply, Inc. **	DE
4.	GYP Holdings III Corp.	DE
5.	Gator Gypsum, Inc. **	FL
6.	Capitol Interior Products, Inc. **	GA
7.	Capitol Materials of Savannah, Inc. **	GA
8.	Capitol Materials, Incorporated **	GA
9.	GMS Strategic Solutions, Inc. **	GA
10.	Gypsum Management and Supply, Inc. **	GA
11.	Rocket Installation, Inc. **	GA
12.	Sun Valley Interior Supply, Inc. **	GA
13.	Tamarack Materials Dakota, Inc. **	GA
14.	Tamarack Materials of Rochester, Inc. **	GA
15.	Tool Source Warehouse, Inc. **	GA
16.	Tucker Acoustical Products, Inc. **	GA
17.	Tucker Materials, Inc. **	GA
18.	Pioneer Materials, Inc. **	KS
19.	Tamarack Materials Northland, Inc. **	MN
20.	Tamarack Materials, Inc. **	MN
21.	Missouri Drywall Supply, Inc. **	MO
22.	Wildcat Materials, Inc. **	MO

	Entity Name	Jurisdiction of Organization
23.	Colonial Materials of Fayetteville, Inc. **	NC
24.	Colonial Materials, Inc. **	NC
25.	Chaparral Materials, Inc. **	NM
26.	Cherokee Building Materials of OKC, Inc. **	OK
27.	Cherokee Building Materials, Inc. **	OK
28.	Tucker Materials of Columbia, Inc. **	SC
29.	Tucker Materials of Myrtle Beach, Inc. **	SC
30.	Carter Hardware Company **	TN
31.	Rocky Top Materials, Inc. **	TN
32.	Commercial Interior Products, Inc. **	TX
33.	Cowtown Materials, Inc. **	TX
34.	Eastex Materials, Inc. **	TX
35.	Hill Country Materials, Inc. **	TX
36.	Lone Star Materials, Inc. **	TX
37.	Longhorn Building Materials, Inc. **	TX
38.	Rio Grande Building Materials, Inc. **	TX
39.	Tejas Materials, Inc. **	TX
40.	Capitol Building Supply, Inc. **	VA
41.	Commonwealth Building Materials, Inc. **	VA
42.	GTS Drywall Supply Company**	WA

** Guarantors on the Closing Date (see Schedule I)

JOINT VENTURES

None.

PARTNERSHIPS

Grantor	Partnership	Description
Capitol Building Supply, Inc.	Winchester Property Partners	Owns real property in Winchester, VA leased to Grantor partner.
Tucker Materials, Inc.	Tucker Acoustical Holdings	Owns real property in Greenville, SC leased to Grantor partner.
Tucker Materials, Inc.	South Park Investments	Owns real property in Greenville, SC leased to Grantor partner.
Colonial Materials, Inc.	Colonial Investments	Owns real property in Charlotte, NC leased to Grantor partner.
Chaparral Materials	Mesa Land and Cattle	Owns real property in Albuquerque, NM leased to Grantor partner.
Pioneer Materials West, Inc.	Blue Sky Investments	Owns real property in Silverthorne, CO leased to Grantor partner.
Pioneer Materials West, Inc.	Silverthorne Holdings`	Owns real property in Silverthorne, CO leased to Grantor partner.
GTS Drywall Supply Co.	Four Star Enterprises	Owns real property in Rathdrum, ID leased to Grantor partner.
Rocky Top Materials, Inc.	Brownlee Investments	Owns real property in Pigeon Forge, TN leased to Grantor partner.
Capitol Materials, Inc.	Capitol Acquisitions	Owns real property in Jasper, GA leased to Grantor partner.

Schedule 5.16 to
the Credit Agreement

INTELLECTUAL PROPERTY

I. PATENTS

None.

II. DOMAIN NAMES AND TRADEMARKS

DOMAIN NAMES

Domain Name		Registrant
cbsi.net		Capitol Building Supply, Inc.
capitol-interior-products.com		Capitol Building Supply, Inc.
capitolinteriorproducts.net		Capitol Building Supply, Inc.
cbsi.net		Capitol Building Supply, Inc.
festoolcompany.com		Capitol Building Supply, Inc.
festooldrywallsander.com		Capitol Building Supply, Inc.
festoolplanex.net		Capitol Building Supply, Inc.
festoolplanexsander.com		Capitol Building Supply, Inc.
festoolproductdc.com		Capitol Building Supply, Inc.
festoolproductmd.com		Capitol Building Supply, Inc.
festoolproductsva.com		Capitol Building Supply, Inc.
festoolproductva.com		Capitol Building Supply, Inc.
festoolsales.com		Capitol Building Supply, Inc.
festoolsander.net		Capitol Building Supply, Inc.
festoolservice.com		Capitol Building Supply, Inc.
festoolsupershop.com		Capitol Building Supply, Inc.

Domain Name		Registrant
festoolsupply.com		Capitol Building Supply, Inc.
festoolubershop.com		Capitol Building Supply, Inc.
planexdrywallsander.com		Capitol Building Supply, Inc.
planexsander.com		Capitol Building Supply, Inc.
stateline-supply.com		Capitol Building Supply, Inc.
cbsigms.com		Capitol Building Supply, Inc.
capitolmaterialsinc.com		Capitol Materials, Incorporated
capmat.net		Capitol Materials, Incorporated
chaparralmaterials.com		Chaparral Materials, Inc.
colonialmaterials.com		Colonial Materials, Inc.
cowtownmaterials.com		Cowtown Materials, Inc.
gtsinteriorsupply.com		GTS Drywall Supply Company
capitolinteriorproducts.com		Gypsum Management and Supply, Inc.
maminc.com		Gypsum Management and Supply, Inc.
capjax.net		Gypsum Management and Supply, Inc.
capmat.com		Gypsum Management and Supply, Inc.
cbmi-va.com		Gypsum Management and Supply, Inc.
cherbmi.com		Gypsum Management and Supply, Inc.
ciphouston.com		Gypsum Management and Supply, Inc.
cmifay.com		Gypsum Management and Supply, Inc.
cmijax.com		Gypsum Management and Supply, Inc.
cmisav.com		Gypsum Management and Supply, Inc.
cmiwil.com		Gypsum Management and Supply, Inc.
coastalint.com		Gypsum Management and Supply, Inc.
eastexmaterials.com		Gypsum Management and Supply, Inc.
flintrivermaterials.com		Gypsum Management and Supply, Inc.
gatorbld.com		Gypsum Management and Supply, Inc.
gatorgypsum.com		Gypsum Management and Supply, Inc.
gms-inc.com		Gypsum Management and Supply, Inc.
gms.com		Gypsum Management and Supply, Inc.
gmsfax.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
gmsinternal.com		Gypsum Management and Supply, Inc.
gmsyard.com		Gypsum Management and Supply, Inc.
jobsiteready.com		Gypsum Management and Supply, Inc.
hillcountrymaterials.com		Gypsum Management and Supply, Inc.
lonestarmaterials.com		Gypsum Management and Supply, Inc.
longhornmaterials.com		Gypsum Management and Supply, Inc.
maverickmaterials.com		Gypsum Management and Supply, Inc.
mavmat.com		Gypsum Management and Supply, Inc.
missouridrywall.com		Gypsum Management and Supply, Inc.
modrywall.com		Gypsum Management and Supply, Inc.
pioneermaterials.net		Gypsum Management and Supply, Inc.
pioneermaterialswest.com		Gypsum Management and Supply, Inc.
rocketinstallation.com		Gypsum Management and Supply, Inc.
shenandoahbuildingsupply.com		Gypsum Management and Supply, Inc.
slbsupply.com		Gypsum Management and Supply, Inc.
statelinebuildingsupply.com		Gypsum Management and Supply, Inc.
tamarackmaterialsnorthland.com		Gypsum Management and Supply, Inc.
tamaracknorthland.com		Gypsum Management and Supply, Inc.
texarkanamaterials.com		Gypsum Management and Supply, Inc.
tidewaterip.com		Gypsum Management and Supply, Inc.
Tool-source.com		Gypsum Management and Supply, Inc.
toolsourceexpress.biz		Gypsum Management and Supply, Inc.
toolsourceexpress.com		Gypsum Management and Supply, Inc.
trianglematerials.com		Gypsum Management and Supply, Inc.
tswfast.com		Gypsum Management and Supply, Inc.
tswonline.com		Gypsum Management and Supply, Inc.
tuckeracoustical.com		Gypsum Management and Supply, Inc.
tuckercolumbia.com		Gypsum Management and Supply, Inc.
tuckergrn.com		Gypsum Management and Supply, Inc.
tuckermaterials.net		Gypsum Management and Supply, Inc.
tuckermaterialsinc.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
tuckermb.com		Gypsum Management and Supply, Inc.
valintpro.com		Gypsum Management and Supply, Inc.
valleyinterioronline.com		Gypsum Management and Supply, Inc.
vipgms.com		Gypsum Management and Supply, Inc.
vulcaninteriorproducts.com		Gypsum Management and Supply, Inc.
wilcat.com		Gypsum Management and Supply, Inc.
pioneerws.com		Pioneer Materials West, Inc.
tejasmaterials.com		Tejas Materials, Inc.

US TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012

GTS	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012
Tejas Materials and steer head design	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012
Tucker Acoustical Products, Inc.	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012
Valley Interior Products	85/303,774	25-Apr-2011	4,090,155	24-Jan-2012

FOREIGN TRADEMARKS AND TRADEMARK APPLICATIONS

None.

III. Trade Names

Entity		Trade Name(s)
Capitol Materials, Incorporated		Capitol Materials of Alabama, Inc.
Carter Hardware Company		Valley Interior Products, Inc.

Chaparral Materials, Inc.		Rocket Installation, Inc.
Cowtown Materials, Inc.		Rio Grande Building Materials, Inc.
Eastex Materials, Inc.		Louisiana Acoustical & Drywall Materials, Inc.; Texarkana Materials, Inc.
GTS Drywall Supply Company		GTS Interior Supply Company, Inc.
Pioneer Materials West, Inc.		Pioneer Materials West Slope, Inc.
Rocky Top Materials, Inc.		River Bend Materials, Inc.
Sun Valley Interior Supply, Inc.		Sun Valley Supply

IV. Registered Copyrights

None.

V. Exclusive Copyright Licenses

None.

Schedule 5.18 to
the Credit Agreement

LABOR MATTERS

COMPLETE LIST OF MATERIAL COLLECTIVE BARGAINING AGREEMENTS

Agreement		Date
Collective bargaining agreement made by and between Missouri Drywall Supply, Inc. and the Eastern Missouri Laborers’ District Council, Laborers’ International Union of North America, AFL-CIO and its affiliated Locals		March 15, 2013
Collective bargaining agreement made by and between Missouri Drywall Supply, Inc. and the Construction, Building Material, Ice and Coal, Laundry and Dry Cleaning, Meat and Food Products Drivers, Helpers, Warehousemen, Yardmen, Salesmen and Allied Workers, Local Union No. 682, affiliated with the International Brotherhood of Teamsters		March 16, 2013
Collective Bargaining agreement made by and between Tamarack Materials, Inc. (Bloomington and Cedar, Minnesota Facilities) and Teamsters Local No. 120, affiliated with the International Brotherhood of Teamsters		September 11, 2011
Collective bargaining agreement made by and between Tamarack Materials, Northland, Inc. (Duluth, Minnesota area) and Teamsters Local No. 346, affiliated with the International Brotherhood of Teamsters		September 1, 2011
Collective bargaining agreement made by and between Tamarack Materials, Northland, Inc. (St. Cloud, Minnesota area) and Teamsters Local No. 120, affiliated with the International Brotherhood of Teamsters		September 11, 2011

Schedule 6.02 to
the Credit Agreement

FINANCIAL AND COLLATERAL REPORTS

Provide the Administrative Agent (and if so requested by the Administrative Agent, with copies for each Lender) with each of the documents set forth below at the following times in each case, in form and substance satisfactory to the Administrative Agent:

Monthly (no later than the 20th day following the last day of each fiscal month) for the immediately preceding fiscal month, except during a Cash Dominion Trigger Period or at any other time at the option of the Lead Borrower, in which case it shall be weekly (no later than the Tuesday following the last day of each week) for the immediately preceding week (it being understood and agreed that item (b)(ii) of this Schedule 6.02 shall only be required as of the end of the immediately preceding fiscal month even during such weekly reporting)

(a) an executed Borrowing Base Certificate,

(b) (i) a customer level aging of Accounts by any Account Debtor, by name of any applicable Loan Party (including federal, state and local government and school district accounts) and (ii) a reconciliation with supporting documentation for any reconciling item noted (delivered electronically in an acceptable format if and to the extent any Loan Party has implemented electronic reporting),

(c) a customer level calculation of Accounts by any Account Debtor that are not eligible for the Borrowing Base and Account Reserves if and to the extent any Loan Party has not implemented electronic reporting,

(d) a report of general ledger account balances of Inventory specifying the cost of all Inventory, by category (including in-transit), together with a summary of each Inventory by location, and by name of the applicable Loan Party,

(e) a report of general ledger account balances reflecting Inventory categories that are not eligible for the Borrowing Base and Inventory Reserves if and to the extent any Loan Party has not implemented electronic reporting,

(f) a listing of Credit Card Receivables setting forth a categorical breakdown by name of the applicable Loan Party of Credit Card Receivables,

(g) a report of general ledger account balances of the Loan Parties’ accounts payable and any book overdraft (delivered electronically in an acceptable format if and to the extent any Loan Party has implemented electronic reporting),

(h) bank account statements including the balance in each Deposit Account (including securities accounts) constituting Borrowing Base Eligible Cash, as of the last day of the immediately preceding fiscal month or week, or such other time as may reasonably be requested by the Administrative Agent,

(i) a listing of Accounts acquired in a Permitted Acquisition including

		the date acquired and the gross amount of such Accounts, (j) a listing of Inventory acquired in a Permitted Acquisition including the date acquired and the amount of such Inventory, (k) a customer level listing of Accounts with liens permitted under Section 7.01 clauses (p) and (dd) , including the gross amount of such Accounts, (l) a notice of all claims, offsets, or disputes asserted by any Account Debtor with respect to any Account,

Weekly during a Cash Dominion Trigger Period or at any other time at the option of the Lead Borrower (no later than the Tuesday following the last day of each week) for the immediately preceding week		(m) a roll-forward of accounts with supporting details supplied from sales journals, collections journals, credit registers and any other records for each Loan Party,

Monthly (no later than the 45th day following the last day of each fiscal month)		(n) a reconciliation of Accounts, trade accounts payable, and Inventory of the Borrowers’ general ledger accounts to the Borrowers’ monthly financial statements including any book reserves related to each category, (o) a monthly roll-forward of Accounts with supporting details supplied from the Borrower’s general ledger, sales journals, collection journals, credit registers and any other records for each Loan Party,

Quarterly (no later than the 45th day following the last day of each fiscal quarter)		(p) a report regarding Borrowers’ and their respective Subsidiaries’ accrued, but unpaid, state excise taxes or other ad valorem taxes,

Promptly after request by the Administrative Agent		(q) a reconciliation of the monthly Inventory report described in item (d) above to each Loan Party’s general ledger account (delivered electronically in an acceptable format if and to the extent any Loan Party has implemented electronic reporting), (r) supporting Credit Card Receivables statements from the eligible credit card processors with respect to the list of Credit Card Receivables described in item (f) above, (s) (i) an aging, by vendor, with respect to the accounts payable report described in item (g) above and (ii) an aging, by vendor, of any held check, (t) a list of Borrowers’ and their respective Subsidiaries’ customers, with addresses and contact information, (u) copies of purchase orders, invoices, corresponding shipping and

delivery documents, credit memos and corresponding supporting documentation, and

(v) such other reports as to the Borrowing Base, the Collateral or the financial condition of Holdings, Borrowers and their respective Subsidiaries, as the Administrative Agent may reasonably request.

Schedule 6.14 to
the Credit Agreement

INITIAL MORTGAGED PROPERTIES (1)

Record Owner		Address
Capitol Building Supply, Inc.		6813 Quad Avenue, Baltimore, MD 21237
Tejas Materials, Inc.		1902 Weber Street, Houston, TX 77007-2809
Tamarack Materials, Inc.		9300 James Avenue S., Bloomington, MN 55431
Gypsum Management and Supply, Inc.		7271 S. Eagle Street, Centennial, CO 80112
Chaparral Materials, Inc.		4220 Stanley Drive, Rio Rancho, NM 87144
GTS Drywall Supply Company		10819 120th Avenue NE, Kirkland, WA 98033

(1) All interests in real property with a fair market value of $2.5 million or more owned by Grantor/Subsidiaries. All Mortgages to be entered into post-closing.

Schedule 7.01 to
the Credit Agreement

EXISTING LIENS

Loan Party		Secured Party		Collateral Description		Date
Tool Source Warehouse, Inc.		Gwinnett Industries, Inc.		Capital Lease		Matures on August 1, 2015

Schedule 7.02 to
the Credit Agreement

EXISTING INVESTMENTS

Equity Investments in the Subsidiaries set forth on Schedule 5.12.

Schedule 7.03 to
the Credit Agreement

EXISTING INDEBTEDNESS

A. Capital Leases :

i. Tool Source Warehouse owes approximately $1,642,110 to Gwinnett Industries, Inc. under a Capital Lease that matures on August 1, 2015.

B. Surety Bonds :

i. Chaparral Materials Inc. DBA Rocket Installation is the principal of a $10 million surety bond issued by RLI Group to the State of New Mexico as obligee.

ii. Rocket Installation Inc., is the principal of a $10,000 surety bond issued by RLI Group to obligee the State of New Mexico as obligee.

iii. Cowtown Materials Inc. is the principal of a $15,000 surety bond issued by RLI Group to the Texas Department of Transportation as obligee.

iv. Gypsum Management and Supply, Inc is the principal of a $5,000 surety bond issued by Zurich Insurance Group to the City of Tacoma, Washington as obligee.

v. Gator Gypsum, Inc. is the principal of a $7,000 surety bond issued by Zurich Insurance Group to the State of Florida as obligee.

vi. Lone Star Materials, Inc. is the principal of a $15,000 surety bond issued by Zurich Insurance Group to the Texas Department of Transportation as obligee.

vii. GTS Drywall Supply Co. Inc. is the principal of a $625,000 surety bond issued by Zurich Insurance Group to the State of Washington as obligee.

Schedule 7.08 to
the Credit Agreement

EXISTING AFFILIATE TRANSACTIONS

None.

Schedule 10.02 to
the Credit Agreement

ADMINISTRATIVE AGENTS’ OFFICES, CERTAIN ADDRESSES FOR NOTICES

BORROWER’S ADDRESS

Gypsum Management and Supply, Inc.

1825 Fellowship Road

P.O. Box 1528

Tucker, Georgia 30085-1528

Attention: Alan Adams, Chief Financial Officer

Phone: 770-939-1711

Fax: 770-491-9487

Email: alan@gms.com

With a copy to:

Jack Hawkins

Phone: 770-723-3355

Fax: 770-491-9487

Email: jack.hawkins@gms.com

-and-

Lisha D’Emilio

Phone: 770-723-3373

Fax: 770-491-9487

Email: lisha.demilio@gms.com

ADMININSTRATIVE AGENT’S ADDRESS

Wells Fargo Capital Finance

1 Boston Place, 18th Floor

Boston, MA 02108.

Tel 617-624-4439

eFax 866-356-4009

andrew.j.currie@wellsfargo.com

COLLATERAL AGENT’S ADDRESS

Wells Fargo Capital Finance

1 Boston Place, 18th Floor

Boston, MA 02108.

Tel 617-624-4439

eFax 866-356-4009

andrew.j.currie@wellsfargo.com

EXHIBIT A-1

FORM OF COMMITTED LOAN NOTICE

Date: ,

To: WELLS FARGO BANK, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent. The undersigned, a Responsible Officer of [the Lead Borrower][GMS], hereby requests (select one):

o A Borrowing of Revolving Credit Loans

o A conversion or continuation of Revolving Credit Loans

*Date of Revolving Credit Loan (a Business Day)*
*Name of Borrower*
*Amount*
*Type of Revolving Credit Loan*		o Base Rate Loan o Eurodollar Rate Loan
*Interest Period in months* *(for Eurodollar Rate Loan)*
*Wire Instructions*

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

The Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(a) of the Agreement.

	[GYP HOLDINGS III CORP.][GYPSUM MANAGEMENT AND SUPPLY, INC. ]


	By:
	Name:
	Title:

EXHIBIT A-2

FORM OF SWING LINE LOAN NOTICE

Date: ,

To: WELLS FARGO BANK, N.A., as Administrative Agent

Ladies and Gentlemen:

*Date of Swing Line Loan* *(a Business Day)*
*Name of Borrower*
*Amount*
*Wire Instructions*

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

The Borrowing requested herein complies with the proviso to the first sentence of Section 2.04(a) of the Agreement.

	[GYP HOLDINGS III CORP.][GYPSUM MANAGEMENT AND SUPPLY, INC. ]


	By:
	Name:
	Title:

EXHIBIT B

FORM OF BORROWING BASE CERTIFICATE

Summary Page Borrowing Base Certificate

Date	00/00/00
Name	GYP Holdings III Corp.

Receivables As of:	00/00/00
Inventory As of:	00/00/00

The undersigned, a Responsible Officer of GYP Holdings III Corp. (the “Lead Borrower”) or GMS, and other entities listed on schedule I of the ABL Credit Agreement (collectively, “Borrowers”), pursuant to that certain ABL Credit Agreement dated as of April 1, 2014 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among the Borrowers, the lenders from time to time party thereto and Wells Fargo Bank, N.A., a Delaware limited liability company as the lead arranger and sole 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 true and correct, and that Borrowers are in compliance with and, after giving effect to any currently requested advances, will be in compliance with, the terms, conditions, and provisions of the ABL Credit Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.

Credit Card Receivables

Net Available Credit Card Receivables Assigned to Wells Fargo (detailed on page 2)			—

Accounts Receivable

Accounts Receivable Balance per Aging Report Assigned to Wells Fargo			—
Less Ineligibles (detailed on page 2a)			—
Eligible Accounts Receivable			—

Accounts Receivable Availability before Reserves			—

Net Available Accounts Receivable after Reserves			—

Inventory

Inventory Balance Assigned To Wells Fargo			—
Less Ineligibles (detailed on page 3)			—
Eligible Inventory			—

Inventory Availability before Reserves			—

Available Inventory after Reserves			—

Other Assets

Eligible Borrowing Base Cash			—

Summary

Total Borrowing Base Availability			—

Availability Reserves
			—
			—

Total Reserves			—

Net Borrowing Base Availability after Reserves			—

*Suppressed Availability*			—

Lesser of Line Cap or Collateral Availability Total Credit Line		200,000,000.00	—

Total Availability after Reserves before Outstandings and LCs			—

Letter of Credit Balance	As of:		—
Loan Balance	As of:		—

Net Availability			—

Additionally, the undersigned hereby certifies and represents and warrants to the lenders on behalf of the Lead Borrower 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), (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 true 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 ABL Credit Agreement.

		List of attachments with this Borrowing Base Certificate:
Authorized Signer		Page 2 - Credit Card Receivables Detail
		Page 2a - Accounts Receivable Availability Detail
		Page 3 - Inventory Availability Detail

Worksheet: Summary

ABL - borrowing base cert:85700558v6

EXHIBIT C-1

FORM OF REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrowers ”), hereby promise to pay to or registered assigns (the “ Revolving Credit Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Revolving Credit Lender to the Borrowers under that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”; the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Revolving Credit Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent.

The Borrowers promise to pay interest on the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Revolving Credit Lender to the Borrowers under the Agreement from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Revolving Credit Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Guaranty and the Collateral Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Revolving Credit Lender in the ordinary course of business. The Revolving Credit Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

Each of the Borrowers, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

	GYP HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Revolving Credit Note ]

REVOLVING CREDIT LOANS AND PAYMENTS WITH RESPECT THERETO

Date	Type of Revolving Credit Loan Made	Amount of Revolving Credit Loan Made	End of Interest Period	Amount of Principal or Interest Paid On Such Date	Outstanding Principal Balance On Such Date

EXHIBIT C-2

FORM OF SWING LINE NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrowers ”), hereby promise to pay to or registered assigns (the “ Swing Line Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrowers under that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”; the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Swing Line Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent.

The Borrowers promise to pay interest on the aggregate unpaid principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrowers under the Agreement from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Swing Line Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Swing Line Note is one of the Swing Line Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Swing Line Note is also entitled to the benefits of the Guaranty and the Collateral Documents and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

	GYP HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Swing Line Note ]

SWING LINE LOANS AND PAYMENTS WITH RESPECT THERETO

Date	Type of Swing Line Loan Made	Amount of Swing Line Loan Made	End of Interest Period	Amount of Principal or Interest Paid On Such Date	Outstanding Principal Balance On Such Date

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:

To: WELLS FARGO BANK, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation (the “ Lead Borrower ”), as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of [the Lead Borrower][GMS], and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Lead Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Lead Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Lead Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes.

[Use following paragraph 1 for fiscal month-end financial statements (to the extent required under Section 6.01(c) of the Agreement)]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(c) of the Agreement for the fiscal month of the Lead Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its

Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes .

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a review of the activities of the Borrowers during such fiscal period.

[select one.]

[To the knowledge of the undersigned during such fiscal period, the Borrowers performed and observed each covenant of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[The following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

[ Use following paragraph 3 if delivery of a Compliance Certificate is required under the Agreement to demonstrate calculation of any of the financial ratios set forth on Schedule 2 ]

3. The financial calculations, analyses and information set forth on Schedule 2 attached hereto are delivered in compliance with the applicable provisions of the Agreement requiring delivery thereof.

4. Attached hereto as Schedule 3 are (a) all supplements to Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) to the Agreement and (b) a description of each event, condition or circumstance during the fiscal quarter ended as of the above date requiring a mandatory prepayment under Section 2.03(b) of the Agreement, in each case required by Section 6.02(f) of the Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of , .

	[GYP HOLDINGS III CORP.][GYPSUM MANAGEMENT AND SUPPLY, INC.]


	By:
	Name:
	Title:

[ Signature Page to Compliance Certificate ]

For the Quarter/Year ended of (“ Statement Date ”)

SCHEDULE 1
Financial Statements
(See Attached)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

I. Section 7.11— Minimum Fixed Charge Coverage Ratio.

A. Consolidated EBITDA

1. Consolidated Net Income		$

2. An amount which, in the determination of Consolidated Net Income, has been deducted for (other than clause (xix) below), without duplication,

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations,		$

(ii) provision for taxes based on income, profits or capital of the Lead Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations		$

(iii) depreciation and amortization expense (including amortization of intangible assets)		$

(iv) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Lead Borrower or any		$

Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting

(v) any costs or expenses incurred 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 Equity Interests of Holdings (other than Disqualified Equity Interests)		$

(vi) all extraordinary, non-recurring or unusual losses and charges		$

(vii) costs and expenses in connection with branch startups; provided that the aggregate amount of add backs made pursuant to this clause (vii), when added to the aggregate amount of add backs pursuant to clauses (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clauses (ix) or (xix) below)		$

(viii) cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions		$

(ix) cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix), when added to the aggregate amount of add backs pursuant to clause (vii) above and clause (xix) below, shall not exceed an amount equal to		$

20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix), clause (vii) above or clause (xix) below)

(x) transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents, the First Lien Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated)		$

(xi) any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business		$

(xii) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Lead Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period)		$

(xiii) management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) of the Agreement		$

(xiv) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment permitted under Section 7.02 of the Agreement		$

(xv) non-cash losses from Joint Ventures and non-cash minority interest reductions		$

(xvi) fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.14 of the Agreement		$

(xvii) other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period		$

(xviii) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items, and		$

(xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Lead Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Lead Borrower or any Restricted Subsidiary, any operational changes (including without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of [the Lead Borrower][GMS] shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 of the Agreement, certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Lead Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition, disposition or any operational change, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of		$

any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix), when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix))

2.1 Total (Lines I.A.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) + (ix) + (x) + (xi) + (xii) + (xiii) + (xiv) + (xv) + (xvi) + (xvii) + (xviii) + (xix))		$

3. An amount which, in the determination of Consolidated Net Income, has been included for:

(i) federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense		$

(ii) non-recurring income or gains from discontinued operations		$

(iii) all extraordinary, non-recurring or unusual gains and non-cash income during such period		$

(iv) any gains realized upon the disposition of property outside of the ordinary course of business		$

(v) the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(viii) and 7.06(i) of the Agreement (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Lead Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Lead Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated		$

pursuant to its definition in the Agreement)

3.1 Total (Lines I.A.3(i) + (ii) + (iii) + (iv) + (v))		$

4. Unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP		$

5. Consolidated EBITDA for four consecutive fiscal quarters ending on the above date (Line I.A.1 + Line I.A.2.1 - Line I.A.3.1 (+/-) Line I.A.4)		$

B. Unfinanced Capital Expenditures		$

1. Capital Expenditures other than those made through purchase money financing (other than from Credit Extensions under the Agreement) or capital lease transactions, or equity contributions permitted under the Agreement		$

2. Capital Expenditures made with all or any portion of the proceeds, applied within twelve months after the receipt thereof, from:

(i) any Casualty Event, other than Inventory and Accounts		$

(ii) any Disposition, other than Inventory and Accounts		$

2.1 Total (Lines I.B.2(i) + (ii))		$

3. Unfinanced Capital Expenditures (Line I.B.1 — Line I.B.2.1)		$

C. Consolidated Scheduled Funded Debt Payments		$

1. Sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during such period)		$

2. Reduction in the scheduled payments described in Line I.C.1 resulting from voluntary prepayments or mandatory prepayments of any Funded Debt described therein (including as required pursuant to Section 2.05 of the Agreement) as determined in accordance with GAAP		$

3. Cash Interest Expense		$

4. Consolidated Scheduled Funded Debt Payments ((Line I.C.1 — Line I.C.2) + Line I.C.3)		$

D. Consolidated Cash Taxes		$

E. Fixed Charge Coverage Ratio

1. Fixed Charge Coverage Ratio ((Line I.A.5 — Line I.B.3) ÷ (Line I.C.4 + Line I.D))		:1.00

Minimum required:	1.00: 1.00

In compliance:	Yes o / No o

SCHEDULE 3
to the Compliance Certificate

(Supplements to Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) to the Agreement and a description of each event, condition or circumstance during the fiscal quarter ended as of the above date requiring a mandatory prepayment under Section 2.05(b) of the Agreement)

EXHIBIT E-1

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ 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 [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a 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, and the 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 Assignor’s rights and obligations 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, participations in Letters of Credit and Swing Line 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). 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:

2. Assignee:

3. Borrower: GYP Holdings III Corp., a Delaware corporation

4. Administrative Agent: WELLS FARGO BANK, N.A.

5. Credit Agreement: The ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”, among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders

from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Revolving Credit Commitment/Revolving Credit Loans for all Lenders*	Amount of Revolving Credit Commitment/Revolving Credit Loans Assigned*	Percentage Assigned of Revolving Credit Commitment/Revolving Credit Loans
Revolving Credit Facility	$	$		%

7. Trade Date:

Effective Date: , 20 [TO BE INSERTED BY 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:
		Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
		Title:

[ Signature Page to Assignment and Assumption ]

Consented to and Accepted:

WELLS FARGO BANK, N.A., as
Administrative Agent


By:
	Name:
	Title:


By:
	Name:
	Title:


Consented to and Accepted:

[ · ], as
L/C Issuer


By:
	Name:
	Title:


[ · ], as
Swing Line Lender


By:
	Name:
	Title:

[ Signature Page to Assignment and Assumption ]

[Consented to:

GYP HOLDINGS III CORP.


By:
	Name:
	Title:](1)

(1) To be included to the extent required.

[ Signature Page to Assignment and Assumption ]

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

excluding the Effective Date and to the Assignee 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.

EXHIBIT E-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

GYP Holdings III Corp

Confidential

Lender Information Form

Please send completed form to: Yuriy Kizimenko

Email: yuriy.kizimenko@wellsfargo.com

I.	Borrower name:	GYP Holdings III Corp

II.	Legal name of lender for signature page:

	Number of Signatures Required:	o One	o Two
	Signature Block Information:
	Signing Credit Agreement:	o Yes	o No
	Coming in via Assignment:	o Yes	o No
	Signature Block Information:
	Signing Credit Agreement:	o Yes	o No
	Coming in via Assignment:	o Yes	o No

III.	Name of lender for any eventual tombstone:

IV.	Legal address:


V.	Lender’s contact information

	Credit Contact (1)	Credit Contact (2)	Operations Contact
Name:
Title:
Address:

Telephone:
Facsimile:
E-Mail:

VI. Agent’s contact information

	Credit Contact (1)	Credit Contact (2)	Operations Contact
Name:	Andrew Currie	Paul Chao	Mary Barry-Murphy
Title:	VP — Relationship Mgr.	SVP — Portfolio Mgr.	Loan Servicing Specialist
Address:	1 Boston Place	1 Boston Place	1 Boston Place
	18 th Floor, MAC J9214-180	18 th Floor, MAC J9214-180	20 th Floor, MAC J9214-180
	Boston, MA 02108	Boston, MA 02108	Boston, MA 02108
Telephone:	617-624-4439	617-624-4422	617-624-4430
Facsimile:	866-356-4009	866-317-9545	866-574-9386
E-Mail:	Andrew.j.currie@wellsfargo.com	Paul.Chao@wellsfargo.com	mary.barry-murphy@wellsfargo.com General in-box e-mail: WFCFBostonLSS@wellsfargo.com

VII.

Lender’s wire payment instructions

Pay to:


	(Name of Lender)

	(ABA #)	(City/State)

	(Account #)	(Account Name)

	(Attention)

VIII.

Agent payment instructions:

Pay to:

	Wells Fargo Bank, N.A.
	(Name of Bank)
	121-000-248	San Francisco, CA
	(ABA #)	(City/State)
	4124923723	Wells Fargo Bank, N.A.
	(Account #)	(Account Name)
	Reference — GYP Holdings III Corp.

IX.

Lenders Organizational Structure:

US Corporation:

Non-US (Foreign) Corporation:

If Foreign, country of incorporation or organization:

Lender’s Tax Identification Number:

Tax withholding Form Attached (See next page)

Failure to properly complete and return the applicable form will subject your institution to withholding tax.

FOR INTERNAL PURPOSES ONLY (FOREIGN INSTITUTIONS)

Patriot Act Certification Effective Date:

Patriot Act Certification Expiration Date:

TAX REPORTING INFORMATION (PLEASE REVIEW THE INFORMATION BELOW AND SUBMIT THE APPROPRIATE IRS TAX FORM ALONG WITH THIS COMPLETED ADMINISTRATIVE DETAILS QUESTIONNAIRE).

Tax Documents

U.S. DOMESTIC INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9.

o Attach Form W-9 for current Tax Year

o Confirm Tax ID Number:

FOREIGN INSTITUTIONS:

I. Corporations:

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution:

a.) Form W8BEN (Certificate of Foreign Status of Beneficial Owner),

b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business),

c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

o Attach Form W-8 for current Tax Year

o Confirm Tax ID Number:

II. Flow-Through Entities:

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

o Attach Form W-8 for current Tax Year

o Confirm Tax ID Number:

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your institution to U.S. tax withholding.

iii

EXHIBIT F-1

FORM OF HOLDINGS GUARANTY

ABL HOLDINGS GUARANTY

Dated as of April 1, 2014

between

GYP HOLDINGS II CORP.

as Holdings

and

WELLS FARGO BANK, N.A.

as Collateral Agent

T A B L E O F C O N T E N T S

Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	3

Section 4.	Subrogation	4

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	6

Section 8.	Amendments, Etc.	6

Section 9.	Notices, Etc.	7

Section 10.	No Waiver; Remedies	7

Section 11.	Expenses and Indemnification	8

Section 12.	Right of Set-off	8

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	8

Section 14.	Keepwell	9

Section 15.	Severability	9

Section 16.	Execution in Counterparts	10

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	10

ABL HOLDINGS GUARANTY

ABL HOLDINGS GUARANTY dated as of April 1, 2014 (this “ Guaranty ”) between GYP Holdings II Corp., a Delaware corporation (“ Holdings ”), and Wells Fargo Bank, N.A., as Collateral Agent.

PRELIMINARY STATEMENT

GYP Holdings III Corp., a Delaware corporation (the “ Lead Borrower ”), is party to an ABL Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with the other borrowers from time to time party thereto, Holdings, each Lender from time to time party thereto and Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to make L/C Credit Extensions under the Credit Agreement, the Hedge Banks to enter into Secured Hedge Agreements from time to time and the Cash Management Banks to enter into Secured Cash Management Agreements from time to time and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability . (a) Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all ABL Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such ABL Obligations being the “ Guaranteed ABL Obligations ,” provided that Guaranteed ABL Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed ABL Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) Holdings, and by its acceptance of this Guaranty, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the ABL Obligations of Holdings hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the ABL Obligations of Holdings hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and Holdings hereby irrevocably agree that the ABL Obligations of Holdings under this Guaranty at any time shall be limited to the maximum amount as will result in the ABL Obligations of Holdings under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Holdings hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty, the Subsidiary Guaranty or any other guaranty, Holdings will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Guaranty Absolute . Holdings guarantees that the Guaranteed ABL Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed ABL Obligations or operated as a discharge thereof) and not merely of collection. The ABL Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed ABL Obligations or any other ABL Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Holdings to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party is joined in any such action or actions. The liability of Holdings under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not Holdings has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed ABL Obligations or any other ABL Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed ABL Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed ABL Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed ABL Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed ABL Obligations or any other ABL Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (Holdings waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction of liability of Holdings or any other guarantor or surety with respect to the Guaranteed ABL Obligations; or

(h) any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed ABL Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by any Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from any Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed ABL Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed ABL Obligations until all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Revolving Credit Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Holdings hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment,

demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed ABL Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Holdings hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed ABL Obligations, whether existing now or in the future.

(c) Holdings hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Holdings or other rights of Holdings to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the ABL Obligations of Holdings hereunder.

(d) Holdings acknowledges that the Collateral Agent may, in accordance with the Loan Documents, without notice to or demand upon Holdings and without affecting the liability of Holdings under this Guaranty, foreclose under any mortgage by nonjudicial sale, and Holdings hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against Holdings of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Holdings hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to Holdings any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Holdings waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person before claiming from Holdings under this Guaranty. This waiver applies irrespective of any Law or any provision of a Loan Document to the contrary.

(g) Holdings acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation .

(a) Holdings hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of Holdings’ ABL Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against any Borrower, any other Loan Party or any other insider guarantor or any Collateral,

whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Revolving Credit Commitments shall have expired or been terminated. If any amount shall be paid to Holdings in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Revolving Credit Commitments and Loans and (c) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of Holdings and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed ABL Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed ABL Obligations or other amounts payable under this Guaranty thereafter arising. If (i) Holdings shall make payment to any Secured Party of all or any part of the Guaranteed ABL Obligations, (ii) all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Revolving Credit Commitments and Loans shall have occurred and (iv) all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated, the Secured Parties will, at Holdings’ request and expense, execute and deliver to Holdings appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to Holdings of an interest in the Guaranteed ABL Obligations resulting from such payment made by Holdings pursuant to this Guaranty.

or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Holdings in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed ABL Obligations. If any such payment or distribution is received by Holdings, it shall be held by Holdings in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Holdings to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of Holdings to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of any Subsidiary Guarantor to make the payments required by Section 4(a) of the Subsidiary Guaranty shall in any respect limit the obligations and liabilities of Holdings with respect to its obligations hereunder, and Holdings shall remain liable for the full amount of the obligations of Holdings hereunder.

Section 5. Payments Free and Clear of Taxes, Etc . Any and all payments by or on account of any obligation of Holdings under this Guaranty or any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, in accordance with, and such payments shall be made to the extent required by, the terms of the Credit Agreement (including Section 3.01 thereof).

Section 6. Representations and Warranties . Holdings hereby makes each representation and warranty made in the Loan Documents by the Lead Borrower with respect to Holdings and Holdings hereby further represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(b) Holdings has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and Holdings has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7. Covenants . Holdings covenants and agrees that, so long as any part of the Guaranteed ABL Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any Lender shall have any Revolving Credit Commitment or any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect, Holdings will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Lead Borrower has agreed to cause Holdings or such Subsidiaries to perform or observe.

and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of Holdings hereunder, release Holdings hereunder or otherwise limit Holdings’ liability with respect to the ABL Obligations owing to the Secured Parties under or in respect of the Loan Documents, (b) postpone any date fixed for payment hereunder or (c) change any provision of this Section 8 .

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to Holdings, addressed to it in care of the Lead Borrower at the Lead Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, if to any Cash Management Bank, at its address specified in the Secured Cash Management Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty shall be effective as delivery of an original executed counterpart thereof.

Section 10. No Waiver; Remedies . No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11. Expenses and Indemnification . (a) Holdings agrees to (i) pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against Holdings under this Guaranty or otherwise enforcing or preserving any rights under this Guaranty or any other Loan Document to which Holdings is a party, including the reasonable fees, disbursements and other charges of counsel and (ii) pay, and hold the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed ABL Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Lead Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement. (b) Holdings agrees to pay, and to hold the Collateral Agent and the other Secured Parties (including all Indemnitees pursuant to Section 10.05 of the Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Lead Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

Section 12. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender, such L/C Issuer or such Affiliate to or for the credit or the account of Holdings against any and all of the ABL Obligations of Holdings now or hereafter existing under the Loan Documents, irrespective of whether such Agent, such Lender or such L/C Issuer shall have made any demand under this Guaranty or any other Loan Document and although such ABL Obligations may be unmatured or denominated in a currency different from that of the applicable ABL Obligation; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the ABL Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Agent and each Lender agrees promptly to notify Holdings after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender, each L/C Issuer and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender, such L/C Issuer and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect

until the latest of (i) the payment in full in cash of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Revolving Credit Commitments and Loans and (iii) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) (b) be binding upon Holdings, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Revolving Credit Commitments, the Loans owing to it, the Note or Notes held by it), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 14. Keepwell . Each Qualified ECP Guarantor (as defined below) 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 Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations ( provided , however , that each Qualified ECP Guarantor shall only be liable under this Section 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 14 , or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14 shall remain in full force and effect until the termination of this Guaranty in accordance with Section 13 . Each Qualified ECP Guarantor intends that this Section 14 constitute, and this Section 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “ Qualified ECP Guarantor ” means, in respect of any Swap Obligations, each Loan 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 Swap 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.

endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.

Section 16. Execution in Counterparts . This Guaranty and each amendment, waiver and consent with respect hereto 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 agreement. Delivery of an executed counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, HOLDINGS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. HOLDINGS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) HOLDINGS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) HOLDINGS IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Holdings has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Holdings:	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:

Collateral Agent:	WELLS FARGO BANK, N.A., as Collateral Agent


	By:
		Name:
		Title:

	By:
		Name:
		Title:

EXHIBIT F-2

FORM OF SUBSIDIARY GUARANTY

ABL SUBSIDIARY GUARANTY

Dated as of [ · ]

among

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

and

WELLS FARGO BANK, N.A.

as Collateral Agent

T A B L E O F C O N T E N T S

Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	4

Section 4.	Subrogation	5

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	7

Section 8.	Amendments, Guaranty Supplements, Etc.	7

Section 9.	Notices, Etc.	7

Section 10.	No Waiver; Remedies	8

Section 11.	Expenses and Indemnification	8

Section 12.	Right of Set-off	8

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	9

Section 14.	Keepwell	9

Section 15.	Severability	10

Section 16.	Execution in Counterparts	10

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	10

Exhibit A — Form of Guaranty Supplement

ABL SUBSIDIARY GUARANTY

ABL SUBSIDIARY GUARANTY dated as of [ · ] (this “ Guaranty ”) among the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors,” the Additional Guarantors (as defined in Section 8(b) ) (such Persons so listed and the Additional Guarantors being, collectively, the “ Guarantors ” and, individually, each a “ Guarantor ”) and Wells Fargo Bank, N.A., as Collateral Agent.

PRELIMINARY STATEMENT

GYP Holdings III Corp., a Delaware corporation (the “ Lead Borrower ”), is party to an ABL Credit Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with the other borrowers from time to time party thereto, GYP Holdings II Corp., a Delaware corporation (“ Holdings ”), each Lender from time to time party thereto and Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements from time to time and the entry by the Cash Management Banks into Secured Cash Management Agreements from time to time, that each Guarantor party to this Guaranty shall have executed and delivered this Guaranty.

Section 1. Guaranty; Limitation of Liability . (a) Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all ABL Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such ABL Obligations being the “ Guaranteed ABL Obligations ,” provided that Guaranteed ABL Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts

that constitute part of the Guaranteed ABL Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the ABL Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the ABL Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the ABL Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the ABL Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty, the Holdings Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and Holdings so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Guaranty Absolute . Each Guarantor guarantees that the Guaranteed ABL Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed ABL Obligations or operated as a discharge thereof) and not merely of collection. The ABL Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed ABL Obligations or any other ABL Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other Loan Party or whether any Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not such Guarantor has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

Guaranteed ABL Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed ABL Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed ABL Obligations;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or deliver this Guaranty, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or any other guarantor or surety with respect to the Guaranteed ABL Obligations; or

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed ABL Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by any Borrower, any of the Guarantors, Holdings, any other guarantor or any other Person or received or collected by any Secured Party from any Borrower, any of the Guarantors, Holdings, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed ABL Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed ABL Obligations until all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash

Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Revolving Credit Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment, demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed ABL Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed ABL Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the ABL Obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Collateral Agent may, in accordance with the Loan Documents, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.

(f) Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any Person before claiming from that Guarantor under this Guaranty. This waiver applies irrespective of any Law or any provision of a Loan Document to the contrary.

(g) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation .

(a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s ABL Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against any Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated and the Revolving Credit Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Revolving Credit Commitments and Loans and (c) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed ABL Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed ABL Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed ABL Obligations, (ii) all of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Revolving Credit Commitments and Loans shall have occurred and (iv) all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or

warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed ABL Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

(b) Notwithstanding any provision of this Guaranty to the contrary, all rights of the Guarantors under Section 4(a) and all other rights of the Guarantors of contribution or subrogation under applicable Law or otherwise shall be fully subordinated to the payment in full in cash of all the Guaranteed ABL Obligations. Until the payment in full of the Guaranteed ABL Obligations (other than contingent obligations that are not then due and payable), no Guarantor shall demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed ABL Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of any Guarantor to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of Holdings to make the payments required by Section 4(a) of the Holdings Guaranty shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Section 5. Payments Free and Clear of Taxes, Etc . Any and all payments by or on account of any obligation of any Guarantor under this Guaranty or any other Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, in accordance with, and such payments shall be made to the extent required by, the terms of the Credit Agreement (including Section 3.01 thereof).

Section 6. Representations and Warranties . Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Lead Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(i) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

(ii) Such Guarantor has, independently and without reliance upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 7. Covenants . Each Guarantor covenants and agrees that, so long as any part of the Guaranteed ABL Obligations shall remain unpaid, any Letter of Credit shall be outstanding, any Lender shall have any Revolving Credit Commitment or any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Lead Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8. Amendments, Guaranty Supplements, Etc . (a) No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, the Required Lenders and the Guarantors and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the ABL Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8 . Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released from this Guaranty.

(b) Upon the execution and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A hereto (each, a “ Guaranty Supplement ”), (i) such Person shall be referred to as an “ Additional Guarantor ” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “ Guarantor ” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “ Subsidiary Guarantor ” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “ this Guaranty ”, “ hereunder ”, “ hereof ” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “ Subsidiary Guaranty ”, “ thereunder ”, “ thereof ” or words of like import referring to this Guaranty, shall mean and be a reference to this Guaranty as supplemented by such Guaranty Supplement.

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Lead Borrower at the Lead Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party, if to any Cash Management Bank, at its address specified in the Secured Cash Management Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty

Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 11. Expenses and Indemnification . (a) Each Guarantor agrees to (i) pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against such Guarantor under this Guaranty or otherwise enforcing or preserving any rights under this Guaranty or any other Loan Document to which such Guarantor is a party, including the reasonable fees, disbursements and other charges of counsel and (ii) pay, and hold the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed ABL Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Lead Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement. (b) Each Guarantor agrees to pay, and to hold the Collateral Agent and the other Secured Parties (including all Indemnitees pursuant to Section 10.05 of the Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Lead Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

Section 12. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender, such L/C Issuer or such Affiliate to or for the credit or the account of any Guarantor against any and all of the ABL Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent, such Lender or such L/C Issuer shall have made any demand under this Guaranty or any other Loan Document and although such ABL Obligations may be unmatured or denominated in a currency different from that of the applicable ABL Obligation; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the ABL Obligations owing to such Defaulting Lender as to which it exercised

such right of setoff. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender, each L/C Issuer and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender, such L/C Issuer and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed ABL Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Revolving Credit Commitments and Loans and (iii) the latest date of expiration or termination of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made) (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Revolving Credit Commitments, the Loans owing to it, the Note or Notes held by it), any Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Cash Management Agreement or Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

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.

Section 15. Severability . Any provision of this Guaranty held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) EACH GUARANTOR IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Subsidiary Guarantors:	[NAME OF SUBSIDIARY GUARANTORS]

	By:
		Name:
		Title:

[ABL Subsidiary Guaranty]

Collateral Agent:	WELLS FARGO BANK, N.A., as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[ABL Subsidiary Guaranty]

Exhibit A
to the
ABL Subsidiary Guaranty

FORM OF SUBSIDIARY GUARANTY SUPPLEMENT

Wells Fargo Bank, N.A.,

as Collateral Agent
[Address of Collateral Agent]

Attention:

Re: ABL Credit Agreement, dated as of April 1, 2014, among GYP Holdings III Corp., a Delaware corporation (the “ Lead Borrower ”), the other borrowers from time to time party thereto, GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent.

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the ABL Subsidiary Guaranty referred to therein (such ABL Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “ Guaranty Supplement ”), being the “ Subsidiary Guaranty ”). The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability . (a) The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all ABL Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing ABL Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such ABL Obligations being the “ Guaranteed ABL Obligations ”), provided that Guaranteed ABL Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed ABL Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the ABL Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the ABL Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the ABL Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the ABL Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Holdings Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. ABL Obligations Under the Guaranty . The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty to an “ Additional Guarantor ” or a “ Guarantor ” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “ Subsidiary Guarantor ” or a “ Loan Party ” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties . The undersigned hereby makes each representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent as each other Guarantor.

Section 4. Delivery by Telecopier . Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[ABL Subsidiary Guaranty]

THE EXCLUSIVE JURISDICTION OF THOSE COURTS. THE UNDERSIGNED IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

(c) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

(d) THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THE GUARANTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

	Very truly yours,


	[NAME OF ADDITIONAL GUARANTOR]


	By:
		Name:
		Title:

[ABL Subsidiary Guaranty]

Acknowledged and accepted as of the date first above written:

	WELLS FARGO BANK, N.A., as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[ABL Subsidiary Guaranty]

EXHIBIT G

FORM OF SECURITY AGREEMENT

ABL SECURITY AGREEMENT(1)

Dated as of April 1, 2014

among

THE GRANTORS REFERRED TO HEREIN

as Grantors

and

WELLS FARGO BANK, N.A.

as Collateral Agent

(1) THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN ABL/TERM INTERCREDITOR AGREEMENT), (DATED AS OF APRIL 1), (2014 (AS AMENDED), (SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF), (THE “ABL/TERM INTERCREDITOR AGREEMENT”), (AMONG GYP HOLDINGS II CORP)., (A DELAWARE CORPORATION), (GYP HOLDINGS III CORP)., (A DELAWARE CORPORATION), (THE OTHER LOAN PARTIES PARTY THERETO), (WELLS FARGO BANK), (N.A)., (AS ABL COLLATERAL AGENT), (CREDIT SUISSE AG (“CREDIT SUISSE”), (AS REPRESENTATIVE FOR THE INITIAL FIRST LIEN TERM SECURED PARTIES (AS DEFINED IN THE ABL/TERM INTERCREDITOR AGREEMENT) AND CREDIT SUISSE), (AS REPRESENTATIVE FOR THE INITIAL SECOND LIEN TERM SECURED PARTIES (AS DEFINED IN THE ABL/TERM INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE ABL/TERM INTERCREDITOR AGREEMENT AND THE TERMS OF THIS AGREEMENT), (THE TERMS OF THE ABL/TERM INTERCREDITOR AGREEMENT) (SHALL GOVERN).

T A B L E O F C O N T E N T S

Section		Page

Section 1.	Grant of Security	2

Section 2.	Security for ABL Obligations	7

Section 3.	Grantors Remain Liable	7

Section 4.	Delivery and Control of Security Collateral	7

Section 5.	Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims	8

Section 6.	Representations and Warranties	9

Section 7.	Further Assurances	11

Section 8.	As to Equipment and Inventory	12

Section 9.	Post-Closing Changes; Collections on Assigned Agreements and Accounts	12

Section 10.	As to Intellectual Property Collateral	13

Section 11.	Voting Rights; Dividends; Etc.	15

Section 12.	Transfers and Other Liens; Additional Shares	16

Section 13.	Collateral Agent Appointed Attorney-in-Fact	17

Section 14.	Collateral Agent May Perform	17

Section 15.	The Collateral Agent’s Duties	18

Section 16.	Remedies	18

Section 17.	Grant of Intellectual Property License	21

Section 18.	Indemnity and Expenses	21

Section 19.	Amendments; Waivers; Additional Grantors; Etc.	22

Section 20.	Notices, Etc.	22

Section 21.	Continuing Security Interest; Assignments under the Credit Agreement	22

Section 22.	Release; Termination	23

Section 23.	Execution in Counterparts	23

Section 24.	The Mortgages	23

Section 25.	Governing Law	23

Section 26.	ABL/Term Intercreditor Agreement	24

Section 27.	Bailee for Perfection	24

SCHEDULES

Schedule I	—	Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number

Schedule II	—	Pledged Debt and Pledged Equity

Schedule III	—	Patents, Domain Names, Trademarks and Trade Names, Copyrights and Exclusive Copyright Licenses

Schedule IV	—	Commercial Tort Claims

Schedule V	—	Locations of Equipment and Inventory

EXHIBITS

Exhibit A	—	Form of Security Agreement Supplement

Exhibit B	—	Form of Intellectual Property Security Agreement

Exhibit C	—	Form of Intellectual Property Security Agreement Supplement

ABL SECURITY AGREEMENT

ABL SECURITY AGREEMENT dated as of April 1, 2014 (as amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”) among GYP HOLDINGS III CORP., a Delaware corporation (the “ Lead Borrower ”), the entities listed on Schedule I (together with the Lead Borrower, collectively, the “ Borrowers ” and individually, a “ Borrower ”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Borrowers, the other Persons so listed and the Additional Grantors being, collectively, the “ Grantors ”), and WELLS FARGO BANK, N.A., as collateral agent (in such capacity, together with any successor collateral agent, the “ Collateral Agent ”) for the ratable benefit of the Secured Parties.

PRELIMINARY STATEMENTS

(1) The Borrowers have entered into an ABL Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder), being the “ Credit Agreement ”), with GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, and Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent.

(2) Pursuant to the Credit Agreement, the Grantors are entering into this Agreement in order to grant to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in the Collateral.

(3) It is a condition precedent to the making of Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(4) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 (including As-Extracted Collateral, Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles, Goods, Health-Care Insurance Receivables, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting Obligations). “ UCC ” means the Uniform Commercial Code as defined in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans and the L/C Issuers to make L/C Credit Extensions under the Credit Agreement, to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time and to induce the Cash Management Banks to enter into Secured Cash Management Agreements from time to time, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

Section 1. Grant of Security . Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following, other than Excluded Property (as hereinafter defined), in each case, as to each type of property described below, whether now owned or hereafter acquired or created by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “ Collateral ”):

(a) all Accounts;

(b) all cash and Cash Equivalents;

(d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below;

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) subject to Section 24 hereof, all Fixtures;

(i) all General Intangibles;

(j) all Goods;

(k) all Instruments;

(l) all Inventory;

(m) all Letter-of-Credit Rights;

(n) the following (the “ Security Collateral ”):

(i) all indebtedness evidenced by promissory notes or other instruments from time to time owed to such Grantor (including the Intercompany Note, the “ Pledged Debt ”), including, without limitation, the Pledged Debt described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement), and all interest, cash, instruments and

other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt;

(ii) all Equity Interests from time to time acquired, owned or held by such Grantor in any manner, including, without limitation, the Equity Interests of each Grantor set forth opposite such Grantor’s name on and otherwise described on Schedule II (as such Schedule II may be supplemented from time to time by supplements to this Agreement, such Equity Interests being the “ Pledged Equity ”), and the certificates, if any, representing such and any additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; and

(iii) all Investment Property and all Financial Assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange therefor and all subscription warrants, rights or options issued thereon or with respect thereto;

(o) all contracts and agreements between any Grantor and one or more additional parties (including, without limitation, any Swap Contracts, licensing agreements and any partnership agreements, joint venture agreements, limited liability company agreements) and the IP Agreements (as hereinafter defined), in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “ Assigned Agreements ”), including, without limitation, all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements (all such Collateral being the “ Agreement Collateral ”);

(p) the following (collectively, the “ Intellectual Property Collateral ”):

(i) all patents, patent applications and utility models, all inventions and improvements claimed therein and the right to claim any inventions disclosed but unclaimed therein (“ Patents ”);

(ii) all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered, together, in each case, with the goodwill of the business connected with the use thereof and symbolized thereby (“ Trademarks ”);

(iii) all copyrights, including, without limitation, copyrights in Computer Software (as hereinafter defined), internet web sites and the content thereof, whether registered or unregistered (“ Copyrights ”);

(iv) all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“ Computer Software ”);

(v) all confidential and proprietary information (whether or not reduced to a writing or other tangible form), including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “ Trade Secrets ”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

(vi) all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement executed by such Grantor to the Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(viii) all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Grantor, now or hereafter, is a party or a beneficiary (“ IP Agreements ”); and

(ix) any and all claims for damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages, payments or other relief;

(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;

(r) all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; and

(s) all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and/or payable with respect to, and Supporting Obligations relating to, any and all of the Collateral, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral;

provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s), the security interest in the Collateral created by this Agreement shall not extend to, and the terms “ Collateral ,” “ Pledged Equity ,” “ Security Collateral ,” “ Agreement Collateral ,” “ Intellectual Property Collateral ” and other terms defining the components of the Collateral in the foregoing clauses (a) through (s) shall not include, any of the following (collectively, the “ Excluded Property ”):

(i) any Equity Interests issued by an Unrestricted Subsidiary;

(ii) any Equity Interests in partnerships, Joint Ventures and Subsidiaries (other than Subsidiaries that are wholly owned by a Grantor) to the extent that the grant of a security interest therein would require the consent of any Person (other than a Grantor or any other Affiliate of any Borrower) who owns Equity Interests in such partnership, Joint Venture or Subsidiary which consent has not been obtained ( in each case to the extent such consent requirement is not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law);

(iii) any Equity Interests in any Foreign Subsidiary or CFC Holdco acquired, owned or otherwise held by such Grantor which, when aggregated with all of the other Equity Interests in such Foreign Subsidiary or CFC Holdco pledged by such Grantor, would result in more than 65% of the Equity Interests in such Foreign Subsidiary or CFC Holdco entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “ Voting Foreign Stock ”) being pledged to the Collateral Agent, on behalf of the Secured Parties under this Agreement; provided that all of the shares of stock or units or other Equity Interests in such Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) shall be pledged by such Grantor;

(iv) any property subject to (x) a Capitalized Lease or purchase money security interest permitted under the Credit Agreement or (y) in the case of after-acquired property, pre-existing secured Indebtedness permitted under the Credit Agreement and not incurred in anticipation of such acquisition by any Borrower or applicable Grantor of such property, in each case to the extent a grant of a security interest therein would violate such Capitalized Lease, purchase money arrangement or secured Indebtedness or create a right of termination in favor of any other party thereto (other than any Grantor or an Affiliate of any Grantor);

(v) any lease, license or other agreement to the extent that the terms thereof prohibit the assignment of, or granting a security interest in, such lease, license or other agreement or the grant of a security interest therein would otherwise violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided that (x) the Collateral includes Proceeds and receivables of any property excluded under this clause (v), the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by this Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof;

(vi) any other assets to the extent that a pledge thereof or a grant of a security interest therein would be prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or would require governmental (including regulatory) consent, approval, license or authorization (after giving effect to the applicable anti-assignment provisions of the UCC) unless such consent, approval, license or authorization has been obtained or unless such prohibition or requirement is rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law; provided that the Grantors shall have used commercially reasonable efforts (not involving expending money in excess of de minimis amounts) to obtain any such consent, approval, license or authorization;

(vii) any United States intent-to-use application for registration of a Trademark, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application or any registration that issues therefrom under applicable federal law;

(viii) those assets as to which the Collateral Agent and the Lead Borrower reasonably agree that the cost of obtaining a security interest therein or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby;

(ix) any asset to the extent a security interest in such asset would result in material adverse tax or regulatory consequences, in each case as reasonably determined by the Lead Borrower in consultation with the Collateral Agent; or

escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A) through (D), the funds or other property held in or maintained in any such account; and

provided , further , that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s) no Grantor shall be required to (u) enter into control agreements or otherwise perfect any security interest by “control” other than with respect to the Control Accounts, (v) perfect security interest in motor vehicles or other assets covered by a certificate of title other than by the filing of UCC financing statements, (w) perfect security interests in Letter-of-Credit Rights or Commercial Tort Claims with a value less than $2,000,000 in the aggregate, (x) obtain any landlord, warehouseman or bailee waivers or collateral access agreements, (y) take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or perfect any security interest in such assets or enter into any security agreements or pledge agreements governed by the laws of any such non-U.S. jurisdiction and (z) take such other actions with respect to the Collateral as to which the Collateral Agent and the Lead Borrower reasonably agree that the cost of taking such actions are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby (collectively, the “ Perfection Exceptions ”). As used herein, “ Controlled Accounts ” shall mean all deposit and securities accounts of the Grantors other than any Excluded DDA.

Section 2. Security for ABL Obligations . This Agreement secures the payment and performance of all ABL Obligations of each Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such ABL Obligations being the “ Secured Obligations ”).

Section 3. Grantors Remain Liable . Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (A) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a) , (B) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (C) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral, consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral, consisting of financial assets credited to any Securities Account.

(b) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

(c) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Section 5. Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims . So long as any Loan or any other ABL Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement or Secured Cash Management Agreement shall be in effect or any Lender shall have any Commitment:

(a) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, each Grantor will maintain all (i) Electronic Chattel Paper so that the Collateral Agent has control of the Electronic Chattel Paper in the manner specified in Section 9-105 of the UCC and (ii) all transferable records so that the Collateral Agent has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record (“ UETA ” ); and

(b) Each Grantor will give prompt notice to the Collateral Agent of any Commercial Tort Claim in excess of $2,000,000 that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim to the first priority security interest created under this Agreement.

Section 6. Representations and Warranties . Each Grantor represents and warrants as follows (it being understood that none of the foregoing applies to the Excluded Property):

(a) Such Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is correctly set forth in Schedule I hereto (as such Schedule I may be supplemented from time to time by supplements to this Agreement). Such Grantor is located (within the meaning of Section 9-307 of the UCC) and has its chief executive office, in the state or jurisdiction set forth in Schedule I hereto. The information set forth in Schedule I hereto with respect to such Grantor is true and accurate in all material respects. Unless otherwise stated on Schedule I hereto, the Grantor is not a transmitting utility as defined in UCC § 9-102(a)(80).

(b) All of the Equipment and Inventory of such Grantor, in each case, with the value in excess of $1,500,000 are located at the places specified therefor in Schedule V hereto.

(c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor, free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement, subject to Liens permitted under Section 7.01 of the Credit Agreement. No financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as permitted by Section 7.01 of the Credit Agreement.

(d) Schedule II hereto sets forth all of the Pledged Equity owned by any Grantor and Pledged Debt owned by any Grantor. The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and is fully paid and non-assessable. The Grantor is not in default of its obligations under any Organization Document of any issuer of Pledged Equity.

(e) The Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.

(f) All Pledged Equity consisting of certificated securities have been delivered to the Collateral Agent in accordance herewith.

interest in the Collateral of such Grantor created under this Agreement with respect to which the Collateral Agent’s security interest may be perfected by filing financing statements in the applicable jurisdictions pursuant to the UCC or by filing an intellectual property security agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office shall have been duly made or taken and are in full force and effect, and this Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected security interest (with the priority set forth in the ABL/Term Intercreditor Agreement) in the Collateral of such Grantor (subject to the Perfection Exceptions and Liens permitted by Section 7.01 of the Credit Agreement), securing the payment and performance of the Secured Obligations. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including without limitation those specified in Section 4 , to establish the Collateral Agent’s “control” (within the meaning of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities.

(h) Set forth on Schedule III is a complete and accurate list of all issued Patents and Patent applications, Trademarks registrations and applications therefor, Copyright registrations and applications therefor, and all IP Agreements granting such Grantor an exclusive right to use any registered Copyright.

(i) Except as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral, to the Grantor’s knowledge, the operation of such Grantor’s business as currently conducted and as contemplated to be conducted and the use of the Intellectual Property Collateral in connection therewith do not conflict with, infringe, misappropriate, dilute, misuse or otherwise violate the intellectual property rights of any third party.

(i) The Intellectual Property Collateral material to the business of such Grantor is subsisting and has not been adjudged invalid or unenforceable in whole or part, and to such Grantor’s knowledge, is valid and enforceable. Such Grantor is not aware of any uses of any such item of Intellectual Property Collateral that could be expected to lead to such item becoming invalid or unenforceable.

(ii) Such Grantor has made or performed all filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every item of Intellectual Property Collateral in full force and effect throughout the world, and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office and in corresponding national and international patent offices, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office and in corresponding national and international copyright offices, except as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral.

(iii) To such Grantor’s knowledge, (A) none of the Trade Secrets material to the business of such Grantor has been used, divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any other Person other than such Grantor; (B) no employee, independent contractor or agent of such Grantor has misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (C) no employee, independent contractor or agent of such Grantor is in default or breach of any term of any employment agreement, non-disclosure agreement, assignment of inventions agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property Collateral, except, in the case of clauses (B) and (C), as could not reasonably be expected to have a Material Adverse Effect as to itself and its Intellectual Property Collateral.

(iv) To such Grantor’s knowledge, no Grantor or Intellectual Property Collateral material to the business of such Grantor is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral.

(j) No material portion of the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii) As-Extracted Collateral, (iii) Manufactured Homes, (iv) Health-Care Insurance Receivables, (v) timber to be cut or (vi) aircraft engines, satellites, ships or railroad rolling stock.

Section 7. Further Assurances . (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be reasonably necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor, subject to the Perfection Exceptions. Without limiting the generality of the foregoing, each Grantor will, upon the Collateral Agent’s reasonable request, promptly with respect to any Collateral of such Grantor: (i) if any of such Collateral shall be evidenced by a promissory note or other instrument or Chattel Paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or Chattel Paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) take all action necessary to ensure that the Collateral Agent has control (within the meaning of Section 9-104 of the UCC) of Collateral consisting of the Control Accounts no later than (x) in the case of a Control Account in existence on the Closing Date, ninety (90) days (or such later date, not to exceed an additional thirty (30) days, as the Collateral Agent may agree in its reasonable discretion) after the Closing Date or (y) in the case of a Control Account opened or acquired after the Closing Date, ninety

(90) days (or such later date, not to exceed an additional thirty (30) days, as the Collateral Agent may agree in its reasonable discretion) after the date of the opening or acquisition thereof, (iv) if any Letter-of-Credit Rights with a value in excess of $2,000,000 are acquired, ensure that the Collateral Agent has control of such Letter-of-Credit Rights as provided in Section 9-107 of the UCC; and (v) deliver to the Collateral Agent evidence that all other action (subject, with respect to the Collateral only, to the Perfection Exceptions) that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest created by such Grantor under this Agreement has been taken.

(b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Section 8. As to Equipment and Inventory . Each Grantor will cause the Equipment of such Grantor to be maintained and preserved in the same condition, repair and working order as required under the Credit Agreement. Each Grantor will promptly furnish to the Collateral Agent a statement respecting any loss or damage exceeding $1,000,000 to any of the Equipment or Inventory of such Grantor. No Grantor shall keep any Equipment or Inventory (other than Equipment or Inventory in transit or out for repair) with a value in excess of $1,500,000 at a location other than those listed on Schedule V hereto without giving 30 days’ subsequent written notice to the Collateral Agent of such new location.

Section 9. Post-Closing Changes; Collections on Assigned Agreements and Accounts . (a) No Grantor will change its name, type of organization, jurisdiction of organization, organizational identification number or location from those set forth in Section 6(a) of this Agreement without first giving (x) in the case of the changes in the jurisdiction of organization, not less than ten (10) days’ (or such lesser period of time as the Collateral Agent may agree) prior written notice to the Collateral Agent and (y) in the case of all other changes, no more than five (5) days’ (or such greater period of time as the Collateral Agent may agree) subsequent written notice to the Collateral Agent, and taking all action required by the Collateral Agent for the purpose of perfecting or protecting the security interest granted by this Agreement.

any time upon the occurrence and during the continuation of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Accounts, of the assignment of such Accounts, to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Accounts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Accounts, of such Grantor shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be either (A) released to such Grantor to the extent permitted under the terms of the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default under Section 8.01(f) or 8.01(g) of the Credit Agreement or any other Event of Default which has resulted in the Collateral Agent exercising any of its rights under Section 8.02 of the Credit Agreement (collectively, an “ Actionable Default ”) shall have occurred and be continuing, applied as provided in Section 8.04 of the Credit Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment under any of the Accounts to any other indebtedness or obligations of the Obligor thereof.

Section 10. As to Intellectual Property Collateral . (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor.

(b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or

Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c) .

(c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain.

(d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

(e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral.

(f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “ Intellectual Property Security Agreement ”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark

Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral.

(g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “ After-Acquired Intellectual Property ”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “ Intellectual Property Security Agreement Supplement ”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

Section 11. Voting Rights; Dividends; Etc . (a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose other than originate Entitlement Orders with respect to any Securities Account or Commodity Account; provided , however , that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Security Collateral or any part thereof.

(ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided , however , that any and all

(A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral,

(B) dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus and

(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral

shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

(iii) The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor, at such Grantor’s sole cost and expense, all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

(b) Upon the occurrence and during the continuation of an Event of Default:

(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right, without notice to any Grantor, to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

(ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

(iii) The Collateral Agent shall be authorized to exercise exclusive control over all Control Accounts.

Section 12. Transfers and Other Liens; Additional Shares . (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to,

any of the Collateral, other than sales, assignments and other dispositions of Collateral and options relating to Collateral permitted under and in accordance with the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

(b) Each Grantor agrees that it will (i) cause each issuer of the Pledged Equity pledged by such Grantor not to issue any Equity Interests or other securities in addition to or in substitution for the Pledged Equity issued by such issuer, except to such Grantor and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Equity Interests or other securities (subject to clause (iii) of the proviso in Section 1 with respect to Voting Foreign Stock).

(c) Each Grantor agrees that it will promptly, after acquisition thereof after the date hereof, deliver and pledge to the Collateral Agent, for the ratable benefit of the Secured Parties, certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.

Section 13. Collateral Agent Appointed Attorney-in-Fact . Each Grantor hereby irrevocably appoints, which appointment is coupled with an interest, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuation of an Event of Default, in the Collateral Agent’s discretion, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Collateral Agent;

(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper, in connection with clauses (a) or (b) above; and

(d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral.

Section 14. Collateral Agent May Perform . If any Grantor fails to perform any agreement contained herein, the Collateral Agent may, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by such Grantor under Section 18 .

Section 15. The Collateral Agent’s Duties . (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b) The Collateral Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral 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 Affiliates. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Agreement shall apply to any such sub-agent and to any of the Affiliates of the Collateral Agent and any such sub-agents, and shall apply to their respective activities as if such sub-agent and Affiliates were named herein in connection with the transactions contemplated hereby and by the Loan Documents. Notwithstanding anything herein to the contrary, each sub-agent appointed by the Collateral Agent or Affiliate of the Collateral Agent or Affiliate of any such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan Parties and the Secured Parties, and such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent or Affiliate acting in such capacity.

Section 16. Remedies . If any Actionable Default shall have occurred and be continuing:

on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable; (iii) occupy any premises owned or to the extent lawful and permitted leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; (iv) store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate; and (v) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Accounts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Control Accounts, and (C) exercise all other rights and remedies with respect to the Assigned Agreements, the Accounts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b) Each Secured Party shall have the right upon any such public sale or sales, and to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC, the Collateral Agent shall be entitled to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent may sell the Collateral without giving any warranties as to such Collateral. The Collateral Agent shall have no obligation to marshal any of the Collateral.

(c) All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary indorsement).

(d) The Collateral Agent may, without notice to any Grantor except as required by law at any time and from time to time, charge, set-off and otherwise apply

all or any part of the Secured Obligations against any funds held by it or by any other Secured Party or in any Control Account.

(e) If the Collateral Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 16 , each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

(f) The Collateral Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 16 , to deliver or otherwise disclose to any prospective purchaser of the Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and projections; and (iii) any other information in its possession relating to such Security Collateral.

(g) Each of the Grantors recognizes that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Equity by reason of certain prohibitions contained in the Securities Act of 1933, as amended and rules and regulations promulgated thereunder (collectively, the “ Securities Act ”) and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each of the Grantors acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

(h) Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor to perform any of the covenants contained in Section 4 above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, it will pay, as liquidated damages and not as a penalty, an amount equal to the value of the Security Collateral on the date the Collateral Agent shall demand compliance with subsection (e) above.

(i) Except as expressly provided elsewhere in this Agreement, all Proceeds received by the Collateral Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the order of priority set forth in Section 8.04 of the Credit Agreement.

Section 17. Grant of Intellectual Property License . For the purpose of enabling the Collateral Agent to exercise the rights and remedies under Section 16 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Section 18. Indemnity and Expenses . (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “ Indemnified Party ”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense (x) arises from a dispute that does not involve any action or omission of such Grantor or any of its Affiliates and is solely among the Indemnified Parties (other than in connection with such parties acting in its capacity as the Collateral Agent) or (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct by the Secured Party.

(b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel ( provided that fees and expenses of counsel shall be limited to one counsel, plus one local counsel in any relevant jurisdiction) and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.

Section 19. Amendments; Waivers; Additional Grantors; Etc . (a) No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Collateral Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(b) Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a “ Security Agreement Supplement ”), (i) such Person shall be referred to as an “ Additional Grantor ” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I through V attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I through V, respectively, hereto, and the Collateral Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

Section 20. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to it in care of the Lead Borrower at the Lead Borrower’s address specified in Section 10.02 of the Credit Agreement, if to the Collateral Agent, at its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

Section 21. Continuing Security Interest; Assignments under the Credit Agreement . This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Loans and Commitments and (iii) the termination or expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), (b) be binding upon each Grantor and their successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and

obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

Section 22. Release; Termination . (a) Upon any sale, lease, transfer or other disposition of any item of Collateral of any Grantor permitted by, and in accordance with, the terms of the Loan Documents, the Collateral Agent will, at such Grantor’s expense, execute and deliver to such Grantor, such documents as such Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided , however , that such Grantor shall have delivered to the Collateral Agent a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Collateral Agent and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Collateral Agent may request.

(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Loans and Commitments and (iii) the termination or expiration of all Letters of Credit, all Secured Hedge Agreements and all Secured Cash Management Agreements (other than Letters of Credit, Secured Hedge Agreements or Secured Cash Management Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable L/C Issuer, Hedge Bank or Cash Management Bank, as the case may be, have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Section 23. Execution in Counterparts . This Agreement may be executed in any number of 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 agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

Section 24. The Mortgages . In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

Section 25. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 26. ABL/Term Intercreditor Agreement . Notwithstanding any provision contained herein, (i) this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject to the ABL/Term Intercreditor Agreement and (ii) in the event of a conflict, the provisions of the ABL/Term Intercreditor Agreement shall control.

Section 27. Bailee for Perfection . So long as the Designated Term Representative (as such term is defined in the ABL/Term Intercreditor Agreement) is acting as bailee and as agent for perfection or control on behalf of the Collateral Agent pursuant to the terms of the ABL/Term Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery or control of Collateral that is Term Priority Collateral to, or in the possession or control of such Collateral with, the Collateral Agent shall be deemed complied with and satisfied if such delivery of such Collateral is made to, or such possession or control of such Collateral is with, the Designated Term Representative.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	GYP HOLDINGS III CORP.


	By:
		Name:
		Title:


	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:


	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:
		Name:
		Title:

[ABL Security Agreement]

CAPITOL BUILDING SUPPLY, INC.
CAPITOL INTERIOR PRODUCTS, INC.
CAPITOL MATERIALS OF SAVANNAH, INC.
CAPITOL MATERIALS, INCORPORATED
CARTER HARDWARE COMPANY
CHAPARRAL MATERIALS, INC.
CHEROKEE BUILDING MATERIALS OF OKC, INC.
CHEROKEE BUILDING MATERIALS, INC.
COASTAL INTERIOR PRODUCTS, INC.
COLONIAL MATERIALS OF FAYETTEVILLE, INC.
COLONIAL MATERIALS, INC.
COMMERCIAL INTERIOR PRODUCTS, INC.
COMMONWEALTH BUILDING MATERIALS, INC.
COWTOWN MATERIALS, INC.
EASTEX MATERIALS, INC.
GATOR GYPSUM, INC.
GMS STRATEGIC SOLUTIONS, INC.
GTS DRYWALL SUPPLY COMPANY
HILL COUNTRY MATERIALS, INC.
LONE STAR MATERIALS, INC.
LONGHORN BUILDING MATERIALS, INC.
MISSOURI DRYWALL SUPPLY, INC.
PIONEER MATERIALS WEST, INC.
PIONEER MATERIALS, INC.
RIO GRANDE BUILDING MATERIALS, INC.
ROCKET INSTALLATION, INC.
ROCKY TOP MATERIALS, INC.
STATE LINE BUILDING SUPPLY, INC.
SUN VALLEY INTERIOR SUPPLY, INC.
TAMARACK MATERIALS DAKOTA, INC.
TAMARACK MATERIALS NORTHLAND, INC.
TAMARACK MATERIALS OF ROCHESTER, INC.
TAMARACK MATERIALS, INC.
TEJAS MATERIALS, INC.
TOOL SOURCE WAREHOUSE, INC.
TUCKER ACOUSTICAL PRODUCTS, INC.
TUCKER MATERIALS OF COLUMBIA, INC.
TUCKER MATERIALS OF MYRTLE BEACH, INC.
TUCKER MATERIALS, INC.
WILDCAT MATERIALS, INC.


	By:
		Name:
		Title:

[ABL Security Agreement]

		Collateral Agent:

		WELLS FARGO BANK, N.A., as Collateral Agent


		By:
			Name:
			Title:


		By:
			Name:
			Title:

[ABL Security Agreement]

Schedule I to the

ABL Security Agreement

LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL
IDENTIFICATION NUMBER

* All Grantors are corporations.

Grantor	Location	Chief Executive Office	Organizational I.D. No.	Taxpayer I.D. No.
GYP Holdings II Corp.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	5346658	46-2927717
GYP Holdings III Corp.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	5478706	46-4759050
Gypsum Management and Supply, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K401433	48-0788686
Capitol Building Supply, Inc.	Virginia	1825 Fellowship Road, Tucker, GA 30084-6560	0320183-7	54-1458884
Capitol Interior Products, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	1001081	27-1838339
Capitol Materials, Incorporated	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0504456	58-1078839
Capitol Materials of Savannah, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K425106	58-2135598
Carter Hardware Company	Tennessee	1825 Fellowship Road, Tucker, GA 30084-6560	0005382	62-0532551
Chaparral Materials, Inc.	New Mexico	4220 Stanley Dr., NE, Rio Rancho, NM 87144	119-864-7	85-0315515
Cherokee Building Materials, Inc.	Oklahoma	12222 East 60 th Street, Tulsa, OK 74146-6915	1900280997	73-0976654
Cherokee Building Materials of OKC, Inc.	Oklahoma	1825 Fellowship Road, Tucker, GA 30084-6560	1900417933	73-1211957
Coastal Interior Products, Inc.	Alabama	1825 Fellowship Road, Tucker, GA 30084-6560	241-631	20-5519221

Colonial Materials, Inc.	North Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	0031430	56-1417672
Colonial Materials of Fayetteville, Inc.	North Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	0376917	56-1933262
Commercial Interior Products, Inc.	Texas	1825 Fellowship Road, Tucker, GA 30084-6560	0158047600	76-0641638
Commonwealth Building Materials, Inc.	Virginia	1825 Fellowship Road, Tucker, GA 30084	0374863-9	54-1584982
Cowtown Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	63756000	75-1849705
Eastex Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	71669600	75-1976867
Gator Gypsum, Inc.	Florida	1825 Fellowship Road, Tucker, GA 30084-6560	H05603	59-2410846
GMS Strategic Solutions, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	12070165	46-1060962
GTS Drywall Supply Company	Washington	1825 Fellowship Road, Tucker, GA 30084-6560	600345720	91-1086047
Hill Country Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	59454700	74-2222313
Lone Star Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	63553400	74-2251042
Longhorn Building Materials, Inc.	Texas	4025 Mint Way, Dallas, TX 75237-1603	46937400	75-1638990
Missouri Drywall Supply, Inc.	Missouri	100 NE 31 st Street, Oklahoma City, OK 73105-2606	00115007	43-0829064
Pioneer Materials, Inc.	Kansas	1825 Fellowship Road, Tucker, GA 30084-6560	03052336	48-0807321
Pioneer Materials West, Inc.	Colorado	1825 Fellowship Road, Tucker, GA 30084-6560	19871391046	84-0807176
Rio Grande Building Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	159379000	74-2970693
Rocket Installation, Inc.	Georgia	4220 Stanley Dr., NE, Rio Rancho, NM 87144	11088370	45-3806489

Rocky Top Materials, Inc.	Tennessee	1825 Fellowship Road, Tucker, GA 30084-6560	0089003	62-1076347
State Line Building Supply, Inc.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	2261414	51-0333719
Sun Valley Interior Supply, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	13418796	46-2987523
Tamarack Materials, Inc.	Minnesota	1825 Fellowship Road, Tucker, GA 30084-6560	3W-799	41-1401315
Tamarack Materials Dakota, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0636726	20-4972189
Tamarack Materials Northland, Inc.	Minnesota	1825 Fellowship Road, Tucker, GA 30084-6560	1761626-4	20-4532787
Tamarack Materials of Rochester, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0636725	20-4972931
Tejas Materials, Inc.	Texas	1902 Weber Street, Houston, TX 77007-2809	0105747600	58-1746442
Tool Source Warehouse, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K416852	58-2118482
Tucker Acoustical Products, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K820880	58-2392688
Tucker Materials of Columbia, Inc.	South Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	N/A	57-1031139
Tucker Materials of Myrtle Beach, Inc.	South Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	N/A	57-1124637
Tucker Materials, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	J115179	58-1453111
Wildcat Materials, Inc.	Missouri	2235 West Catalpa Street, Springfield, MO 65807	00382655	43-1648411

Schedule II to the

ABL Security Agreement

PLEDGED DEBT

Grantor

Debt Issuer

Description of
Debt

Debt Certificate
No(s)

Maturity
Date

Outstanding
Principal
Amount

Gypsum Management and Supply, Inc.

Hollenbeck & Sather

Customer receivable

N/A

2,573,707

GTS Drywall Supply Company

Westside Drywall

Customer receivable

N/A

10/1/16

1,853,326

Longhorn Materials, Inc.

Sills & Swindel

Customer receivable

N/A

4/1/18

2,269,937

Gypsum Management and Supply, Inc.

Capitol Materials, Incorporated

Intercompany debt

N/A

Payable on demand

11,805,935

Tucker Acoustical Products, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,640,301

Capitol Building Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

35,248,766

Gypsum Management and Supply, Inc.

Capitol Interior Products, Inc.

Intercompany debt

N/A

Payable on demand

4,963,158

Commonwealth Building Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

31,070,789

State Line Building Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,296,151

Cherokee Building Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

18,008,920

Cherokee Building Materials of OKC, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

13,856,556

Pioneer Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

6,459,262

Wildcat Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

3,235,112

Capitol Materials of Savannah, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

9,572,461

Gypsum Management and Supply, Inc.

Capitol Materials of Savannah, Inc.

Intercompany debt

N/A

Payable on demand

1,317,747

Gator Gypsum, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

15,627,529

Missouri Drywall Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

1,519,021

Tamarack Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

21,092,408

Gypsum Management and Supply, Inc.

Tamarack Materials Northland, Inc.

Intercompany debt

N/A

Payable on demand

6,327,822

Grantor

Debt Issuer

Description of
Debt

Debt Certificate
No(s)

Maturity
Date

Outstanding
Principal
Amount

Gypsum Management and Supply, Inc.

Tamarack Materials of Rochester, Inc.

Intercompany debt

N/A

Payable on demand

1,563,263

GTS Interior Supply Company

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

17,914,057

Gypsum Management and Supply, Inc.

GTS Interior Supply Company

Intercompany debt

N/A

Payable on demand

1,453,862

Gypsum Management and Supply, Inc.

Sun Valley Interior Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,891,576

Tucker Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

20,221,625

Gypsum Management and Supply, Inc.

Tucker Materials of Myrtle Beach, Inc.

Intercompany debt

N/A

Payable on demand

1,773,078

Gypsum Management and Supply, Inc.

Carter Hardware Company

Intercompany debt

N/A

Payable on demand

15,640,430

Chaparral Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

9,633,752

Gypsum Management and Supply, Inc.

Chaparral Materials, Inc.

Intercompany debt

N/A

Payable on demand

4,526,484

Commercial Interior Products, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

3,259,971

Cowtown Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

24,661,806

Eastex Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

18,364,830

Hill Country Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

7,271,050

Lone Star Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

5,878,898

Longhorn Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

12,929,612

Tejas Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

22,671,448

Gypsum Management and Supply, Inc.

Tool Source Warehouse, Inc.

Intercompany debt

N/A

Payable on demand

3,644,290

Rocky Top Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

21,544,775

Pioneer Materials West, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,470,980

PLEDGED EQUITY

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
GYP Holdings II Corp.	GYP Holdings III Corp.	Common stock	$	0.01	C-1	10	100	%	100	%
GYP Holdings III Corp.	Gypsum Management and Supply, Inc.	Class A Common stock	N/A		23	85,263	100	%	100	%
GYP Holdings III Corp.	Gypsum Management and Supply, Inc.	Class B Common stock	N/A		11	767,367	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Building Supply, Inc.	Common stock	$	1.00	11, 15, 16, 17	72,285	99.42	%	99.42	%
Gypsum Management and Supply, Inc.	Capitol Interior Products, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials, Incorporated	Common stock	N/A		1, 5, 7, 8	1,168	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials, Incorporated	Preferred stock	$	1,000	1, 2	13,812	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials of Savannah, Inc.	Common stock	$	1.00	1	15,000	100	%	100	%
Gypsum Management and Supply, Inc.	Carter Hardware Company	Common stock	N/A		36	27,000	100	%	100	%
Gypsum Management and Supply, Inc.	Carter Hardware Company	Preferred stock	$	1,000	1	3,500	100	%	100	%
Gypsum Management and Supply, Inc.	Chaparral Materials, Inc.	Common stock	$	1.00	1, 8	13,466	95.39	%	95.39	%
Gypsum Management and Supply, Inc.	Cherokee Building Materials, Inc.	Common stock	$	1.00	1, 2, 5	15,800	100	%	100	%
Gypsum Management and Supply, Inc.	Cherokee Building Materials of OKC, Inc.	Common stock	$	1.00	1, 3	17,300	100	%	100	%
Gypsum Management and Supply, Inc.	Coastal Interior Products, Inc.	Common stock	N/A		1	80	100	%	100	%
Gypsum Management and Supply, Inc.	Colonial Materials, Inc.	Common stock	$	1.00	1, 4, 5, 7	29,637	88.68	%	88.68	%

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
Gypsum Management and Supply, Inc.	Colonial Materials of Fayetteville, Inc.	Common stock	$	1.00	1, 5	25,323	89.80	%	89.80	%
Gypsum Management and Supply, Inc.	Commercial Interior Products, Inc.	Common stock	$	1.00	1	24,000	100	%	100	%
Gypsum Management and Supply, Inc.	Commonwealth Building Materials, Inc.	Common stock	$	1.00	4, 5, 7	12,714	93.52	%	93.52	%
Gypsum Management and Supply, Inc.	Cowtown Materials, Inc.	Common stock	$	1.00	1, 6	16,800	80	%	80	%
Gypsum Management and Supply, Inc.	Eastex Materials, Inc.	Common stock	$	1.00	2, 12, 14	19,437	97.70	%	97.70	%
Gypsum Management and Supply, Inc.	Gator Gypsum, Inc.	Common stock	$	1.00	2, 7, 15, 21, 22	29,874.512	90.19	%	90.19	%
Gypsum Management and Supply, Inc.	GMS Strategic Solutions, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	GTS Drywall Supply Company	Common stock	N/A		36, 37	26,255	96.17	%	96.17	%
Gypsum Management and Supply, Inc.	GTS Drywall Supply Company	Preferred stock	$	1,000	2	8,000	100	%	100	%
Gypsum Management and Supply, Inc.	Hill Country Materials, Inc.	Common stock	$	1.00	3, 14	14,160	94.65	%	94.65	%
Gypsum Management and Supply, Inc.	Lone Star Materials, Inc.	Common stock	$	1.00	2	12,000	100	%	100	%
Gypsum Management and Supply, Inc.	Longhorn Building Materials, Inc.	Common stock	$	1.00	7, 16, 17	57,147	100	%	100	%
Gypsum Management and Supply, Inc.	Missouri Drywall Supply, Inc.	Common stock	$	33.33	14	15	100	%	100	%
Gypsum Management and Supply, Inc.	Pioneer Materials, Inc.	Common stock	$	1.00	4, 6, 10	10,296	100	%	100	%
Gypsum Management and Supply, Inc.	Pioneer Materials West, Inc.	Common stock	$	1.00	1, 5, 12, 13, 14, 15	36,508	100	%	100	%

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
Gypsum Management and Supply, Inc.	Rio Grande Building Materials, Inc.	Common stock	N/A		1	24,300	100	%	100	%
Gypsum Management and Supply, Inc.	Rocket Installation, Inc.	Common stock	$	1.00	1	1,000	100	%	100	%
Gypsum Management and Supply, Inc.	Rocky Top Materials, Inc.	Common stock	$	1.00	2,4, 5	18, 661	86.80	%	86.80	%
Gypsum Management and Supply, Inc.	State Line Building Supply, Inc.	Common stock	$	1.00	3	9,500	100	%	100	%
Gypsum Management and Supply, Inc.	Sun Valley Interior Supply, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials, Inc.	Common stock	$	1.00	1	13,800	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials Dakota, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials Northland, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials of Rochester, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tejas Materials, Inc.	Common stock	$	1.00	4, 5	20,235	91.98	%	91.98	%
Gypsum Management and Supply, Inc.	Tool Source Warehouse, Inc.	Common stock	$	1.00	1, 7, 8	17,400	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Acoustical Products, Inc.	Common stock	$	1.00	1	20,250	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials of Columbia, Inc.	Common stock	$	1.00	1, 5	25,800	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials of Myrtle Beach, Inc.	Common stock	N/A		1, 4	28,500	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials, Inc.	Common stock	N/A		24, 27	3,538	100	%	100	%

Grantor

Issuer

Class of
Equity
Interest

Par
Value

Certificate
No(s)

Number
of Shares
Owned

Percentage of
Outstanding
Shares Owned

Percentage of
Outstanding
Shares
Pledged

Gypsum Management and Supply, Inc.

Wildcat Materials, Inc.

Common stock

N/A

1, 6

20,471

100

Schedule III to the

ABL Security Agreement

INTELLECTUAL PROPERTY

I. Patents

US PATENTS AND PATENT APPLICATIONS

None.

FOREIGN PATENTS AND PATENT APPLICATIONS

None.

II. Domain Names and Trademarks

DOMAIN NAMES

Domain Name		Registrant
cbsi.net		Capitol Building Supply, Inc.
capitol-interior-products.com		Capitol Building Supply, Inc.
capitolinteriorproducts.net		Capitol Building Supply, Inc.
cbsi.net		Capitol Building Supply, Inc.
festoolcompany.com		Capitol Building Supply, Inc.
festooldrywallsander.com		Capitol Building Supply, Inc.
festoolplanex.net		Capitol Building Supply, Inc.
festoolplanexsander.com		Capitol Building Supply, Inc.
festoolproductdc.com		Capitol Building Supply, Inc.
festoolproductmd.com		Capitol Building Supply, Inc.
festoolproductsva.com		Capitol Building Supply, Inc.
festoolproductva.com		Capitol Building Supply, Inc.
festoolsales.com		Capitol Building Supply, Inc.
festoolsander.net		Capitol Building Supply, Inc.
festoolservice.com		Capitol Building Supply, Inc.
festoolsupershop.com		Capitol Building Supply, Inc.
festoolsupply.com		Capitol Building Supply, Inc.
festoolubershop.com		Capitol Building Supply, Inc.
planexdrywallsander.com		Capitol Building Supply, Inc.
planexsander.com		Capitol Building Supply, Inc.
stateline-supply.com		Capitol Building Supply, Inc.
cbsigms.com		Capitol Building Supply, Inc.
capitolmaterialsinc.com		Capitol Materials, Incorporated
capmat.net		Capitol Materials, Incorporated

Domain Name		Registrant
chaparralmaterials.com		Chaparral Materials, Inc.
colonialmaterials.com		Colonial Materials, Inc.
cowtownmaterials.com		Cowtown Materials, Inc.
gtsinteriorsupply.com		GTS Drywall Supply Company
capitolinteriorproducts.com		Gypsum Management and Supply, Inc.
maminc.com		Gypsum Management and Supply, Inc.
capjax.net		Gypsum Management and Supply, Inc.
capmat.com		Gypsum Management and Supply, Inc.
cbmi-va.com		Gypsum Management and Supply, Inc.
cherbmi.com		Gypsum Management and Supply, Inc.
ciphouston.com		Gypsum Management and Supply, Inc.
cmifay.com		Gypsum Management and Supply, Inc.
cmijax.com		Gypsum Management and Supply, Inc.
cmisav.com		Gypsum Management and Supply, Inc.
cmiwil.com		Gypsum Management and Supply, Inc.
coastalint.com		Gypsum Management and Supply, Inc.
eastexmaterials.com		Gypsum Management and Supply, Inc.
flintrivermaterials.com		Gypsum Management and Supply, Inc.
gatorbld.com		Gypsum Management and Supply, Inc.
gatorgypsum.com		Gypsum Management and Supply, Inc.
gms-inc.com		Gypsum Management and Supply, Inc.
gms.com		Gypsum Management and Supply, Inc.
gmsfax.com		Gypsum Management and Supply, Inc.
gmsinternal.com		Gypsum Management and Supply, Inc.
gmsyard.com		Gypsum Management and Supply, Inc.
jobsiteready.com		Gypsum Management and Supply, Inc.
hillcountrymaterials.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
lonestarmaterials.com		Gypsum Management and Supply, Inc.
longhornmaterials.com		Gypsum Management and Supply, Inc.
maverickmaterials.com		Gypsum Management and Supply, Inc.
mavmat.com		Gypsum Management and Supply, Inc.
missouridrywall.com		Gypsum Management and Supply, Inc.
modrywall.com		Gypsum Management and Supply, Inc.
pioneermaterials.net		Gypsum Management and Supply, Inc.
pioneermaterialswest.com		Gypsum Management and Supply, Inc.
rocketinstallation.com		Gypsum Management and Supply, Inc.
shenandoahbuildingsupply.com		Gypsum Management and Supply, Inc.
slbsupply.com		Gypsum Management and Supply, Inc.
statelinebuildingsupply.com		Gypsum Management and Supply, Inc.
tamarackmaterialsnorthland.com		Gypsum Management and Supply, Inc.
tamaracknorthland.com		Gypsum Management and Supply, Inc.
texarkanamaterials.com		Gypsum Management and Supply, Inc.
tidewaterip.com		Gypsum Management and Supply, Inc.
Tool-source.com		Gypsum Management and Supply, Inc.
toolsourceexpress.biz		Gypsum Management and Supply, Inc.
toolsourceexpress.com		Gypsum Management and Supply, Inc.
trianglematerials.com		Gypsum Management and Supply, Inc.
tswfast.com		Gypsum Management and Supply, Inc.
tswonline.com		Gypsum Management and Supply, Inc.
tuckeracoustical.com		Gypsum Management and Supply, Inc.
tuckercolumbia.com		Gypsum Management and Supply, Inc.
tuckergrn.com		Gypsum Management and Supply, Inc.
tuckermaterials.net		Gypsum Management and Supply, Inc.
tuckermaterialsinc.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
tuckermb.com		Gypsum Management and Supply, Inc.
valintpro.com		Gypsum Management and Supply, Inc.
valleyinterioronline.com		Gypsum Management and Supply, Inc.
vipgms.com		Gypsum Management and Supply, Inc.
vulcaninteriorproducts.com		Gypsum Management and Supply, Inc.
wilcat.com		Gypsum Management and Supply, Inc.
pioneerws.com		Pioneer Materials West, Inc.
tejasmaterials.com		Tejas Materials, Inc.

US TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012
GTS	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012
Tejas Materials and steer head design	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012
Tucker Acoustical Products, Inc.	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012

Trademark		Application Number		Application Filing Date		Registration Number		Registration Date
Valley Interior Products		85/303,774		25-Apr-2011		4,090,155		24-Jan-2012

FOREIGN TRADEMARKS AND TRADEMARK APPLICATIONS

None.

III. Trade Names

Entity		Trade Name(s)
Capitol Materials, Incorporated		Capitol Materials of Alabama, Inc.
Carter Hardware Company		Valley Interior Products, Inc.
Chaparral Materials, Inc.		Rocket Installation, Inc.
Cowtown Materials, Inc.		Rio Grande Building Materials, Inc.
Eastex Materials, Inc.		Louisiana Acoustical & Drywall Materials, Inc.; Texarkana Materials, Inc.
GTS Drywall Supply Company		GTS Interior Supply Company, Inc.
Pioneer Materials West, Inc.		Pioneer Materials West Slope, Inc.
Rocky Top Materials, Inc.		River Bend Materials, Inc.
Sun Valley Interior Supply, Inc.		Sun Valley Supply

IV. Registered Copyrights

None.

V. Exclusive Copyright Licenses

None.

Schedule IV to the
ABL Security Agreement

COMMERCIAL TORT CLAIMS

None.

Schedule V to the
ABL Security Agreement

LOCATIONS OF EQUIPMENT AND INVENTORY

Grantor	Location	Description
Capitol Building Supply	700 East First Street, Hagerstown, MD 21740	Distribution Center
Capitol Building Supply	7622-A Backlick Road, Springfield, VA 22150	Distribution Center
Capitol Building Supply	7595 Capitol Way, Marshall, VA 20115	Distribution Center
Capitol Building Supply	7811 Penn-Western Court, Upper Marlboro, MD 20772	Distribution Center
Capitol Building Supply	4501 46th Street, Bladensburg, MD 20710-1009	Distribution Center
Capitol Building Supply	6813 Quad Avenue, Baltimore, MD 21237	Distribution Center
Capitol Building Supply	12340 Conway, Beltsville, MD 20705	Distribution Center
Colonial Materials, Inc.	1101 N. Hoskins Road, Charlotte, NC 28216-3512	Distribution Center
Colonial Materials, Inc.	6211 Hunt Road, Pleasant Garden, NC 27313	Distribution Center
Colonial Materials, Inc.	2600 Lowery St., Winston-Salem, NC 27105-27101	Distribution Center
Commonwealth Building Materials, Inc.	401 Naval Base Road, Norfolk, VA 23505	Distribution Center
Commonwealth Building Materials, Inc.	11066-A Washington Highway, Glen Allen, VA 23059	Distribution Center
GTS Drywall Supply Company	2010 W. Casino Road, Everett, WA 98204	Distribution Center
GTS Drywall Supply Company	8212 South 196th Street, Kent, WA 98032-5748	Distribution Center
GTS Drywall Supply Company	4545 Enterprise Street, Boise, ID 83705	Distribution Center
GTS Drywall Supply Company	4000 NW St. Helen’s Road, Portland, OR 97210	Distribution Center

Exhibit A to the
ABL Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Wells Fargo Bank, N.A.,
as the Collateral Agent for the
Secured Parties referred to in the
Credit Agreement referred to below

Attn:

GYP HOLDINGS III CORP.

Ladies and Gentlemen:

Reference is made to (i) the ABL Credit Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ”), among GYP Holdings III Corp., a Delaware corporation, as the Lead Borrower, GYP Holdings II Corp., a Delaware corporation, the other borrowers from time to time party thereto, each Lender from time to time party thereto, Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent (together with any successor Collateral Agent, the “ Collateral Agent ”), and the L/C Issuers referred to therein, and (ii) the ABL Security Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”) among the Grantors from time to time party thereto and the Collateral Agent for the ratable benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 1. Grant of Security . The undersigned hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired or created by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

SECTION 2. Security for ABL Obligations . The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all ABL Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any

extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 3. Supplements to Security Agreement Schedules . The undersigned has attached hereto supplemental Schedules I through V to Schedules I through V, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct in all material respects.

SECTION 4. Representations and Warranties . The undersigned hereby makes each representation and warranty set forth in Section 6 of the Security Agreement applicable to the undersigned (as supplemented by the attached supplemental schedules) as of the date hereof.

SECTION 5. ABL Obligations Under the Security Agreement . The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

SECTION 6. Governing Law . This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours,


	[NAME OF ADDITIONAL GRANTOR]


	By
		Name:
		Title:


		Address for notices:

Acknowledged and accepted as of the date first above written:

	WELLS FARGO BANK, N.A., as Collateral Agent


	By
		Name:
		Title:


	By
		Name:
		Title:

Exhibit B to the
ABL Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of [ · ], is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Wells Fargo Bank, N.A., as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, GYP Holdings III Corp., a Delaware corporation, has entered into a ABL Credit Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ”), with GYP Holdings II Corp., a Delaware corporation, the other borrowers from time to time party thereto, each Lender from time to time party thereto, Wells Fargo Bank, N.A., as Administrative Agent and as Collateral Agent, and the L/C Issuers referred to therein. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of the Loans and the making of L/C Credit Extensions by the Lenders and the L/C Issuers under the Credit Agreement, the entry into Secured Hedge Agreements by the Hedge Banks from time to time and the entry into Secured Cash Management Agreements by the Cash Management Banks from time to time, each Grantor has executed and delivered that certain ABL Security Agreement dated as of April 1, 2014 among the Grantors from time to time party thereto and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”).

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

SECTION 1. Grant of Security . Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in and to the following (the “ Collateral ”):

(i) the patents and patent applications set forth in Schedule A hereto;

(ii) the trademark and service mark registrations and applications set forth in Schedule B hereto ( provided that no security interest shall be granted in United States intent-to-use Trademark applications, prior to the filing and acceptance of a “Statement of Use” or an “Amendment to Allege Use” with respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law), together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

(v) all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;

(vi) any and all claims for damages, other payments and/or injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages, payments or other relief; and

(vii) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and/or payable with respect to, and supporting obligations relating to, any and all of the foregoing or arising from any of the foregoing

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Security for ABL Obligations . The grant of a security interest in the Collateral by each Grantor under this IP Security Agreement secures the payment and performance of all ABL Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 3. Recordation . Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer record this IP Security Agreement.

SECTION 4. Grants, Rights and Remedies . This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event that any provision of this IP Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 5. Execution in Counterparts . This IP Security Agreement may be executed in any number of 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 agreement.

SECTION 6. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Lead Borrower at the Lead Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	[GRANTORS]


	By:
		Name:
		Title:

	Collateral Agent:

	WELLS FARGO BANK, N.A., as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Exhibit C to the
ABL Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “ IP Security Agreement Supplement ”) dated as of [ · ], is among the Person listed on the signature page hereof (the “ Grantor ”) and Wells Fargo Bank, N.A., as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain ABL Security Agreement dated as of April 1, 2014 among the Grantor, such other Persons and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”) and that certain Intellectual Property Security Agreement dated as of April 1, 2014 among the Persons listed on the signature pages thereof as Grantors and the Collateral Agent.

WHEREAS, under the terms of the Security Agreement, the Grantor has agreed to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in any after-acquired intellectual property collateral of the Grantor and has agreed in connection therewith to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office, the United States Copyright Office and other governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

SECTION 1. Grant of Security . The Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Grantor’s right, title and interest in and to the following (the “ Additional Collateral ”):

(i) the patents and patent applications set forth in Schedule A hereto;

respect thereto, solely to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law) , together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

(vii) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and/or all of the foregoing or arising from any of the foregoing.

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Supplement to Security Agreement . Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

SECTION 3. Security for ABL Obligations . The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment and performance of all ABL Obligations of the Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 4. Recordation . The Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks and any other applicable government officer to record this IP Security Agreement Supplement.

SECTION 5. Grants, Rights and Remedies . This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event that any provision of this IP Security Agreement Supplement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control.

SECTION 6. Execution in Counterparts . This IP Security Agreement Supplement may be executed in any number of 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 agreement.

SECTION 7. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Lead Borrower at the Lead Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 8. Governing Law . This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

	[NAME OF GRANTOR]

	By
		Name:
		Title:

	Address for Notices:

EXHIBIT H

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of April 1, 2014, is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Wells Fargo Bank, N.A., as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

(i) the patents and patent applications set forth in Schedule A hereto;

grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law) , together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:
		Name:
		Title:

[ABL IP Security Agreement]

	Collateral Agent:

	WELLS FARGO BANK, N.A., as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[ABL IP Security Agreement]

Schedule A to the
ABL IP Security Agreement

PATENTS AND PATENT APPLICATIONS

None.

Schedule B to the
ABL IP Security Agreement

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Country	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	US	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	US	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	US	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	US	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	US	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	US	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	US	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	US	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	US	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012
GTS	US	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	US	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	US	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	US	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	US	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	US	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	US	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	US	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012

Trademark	Country	Application Number	Application Filing Date	Registration Number	Registration Date
Tejas Materials and steer head design	US	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	US	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	US	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012
Tucker Acoustical Products, Inc.	US	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012
Valley Interior Products	US	85/303,774	25-Apr-2011	4,090,155	24-Jan-2012

Schedule C to the
ABL IP Security Agreement

REGISTERED COPYRIGHTS

None.

Schedule D to the
ABL IP Security Agreement

EXCLUSIVE COPYRIGHT LICENSES

None.

EXHIBIT I

FORM OF OPINION MATTERS — COUNSEL TO THE LOAN PARTIES

EXHIBIT J

FORM OF SOLVENCY CERTIFICATE

April [1], 2014

Reference is made to (i) that certain First Lien Credit Agreement, dated as of the date hereof (the “ First Lien Credit Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation (the “ Lead Borrower ”), GYP HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent (the “ First Lien Administrative Agent ”) and as collateral agent, (ii) that certain Second Lien Credit Agreement, dated as of the date hereof (the “ Second Lien Credit Agreement ”), among the Lead Borrower, Holdings, each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent (the “ Second Lien Administrative Agent ”) and as collateral agent, and (iii) that certain ABL Credit Agreement, dated as of the date hereof (the “ ABL Credit Agreement ” and, together with the First Lien Credit Agreement and the Second Lien Credit Agreement, the “ Credit Agreements ”), among the Lead Borrower, Holdings, the other borrowers from time to time party thereto, each lender from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent (the “ ABL Agent ” and, together with the First Lien Administrative Agent and Second Lien Administrative Agent, the “ Administrative Agents ”) and as collateral agent. Capitalized terms used but not defined herein have the meanings set forth in the applicable Credit Agreement. This certificate is furnished to the Administrative Agents pursuant to Section 4.01(a)(ix) of each Credit Agreement.

I, [ ], certify that I am the duly appointed, qualified and acting chief financial officer of Holdings and, in such capacity, that:

On the date hereof, after giving effect to the Transactions and the related transactions contemplated by the Loan Documents, Holdings and its Subsidiaries, when taken as a whole on a consolidated basis, (a) have property with fair value greater than the total amount of their debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in 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), subordinated or otherwise, (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

The undersigned is familiar with the business and financial position of Holdings and its Subsidiaries. In reaching the conclusions set forth in this certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and its Subsidiaries after consummation of the transactions contemplated by the Loan Documents.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date first above written.

	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:

[ Signature Page to Solvency Certificate ]

EXHIBIT K-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Lead Borrower or any other Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

4. It is not a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Lead Borrower or any other Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Lead Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Lead Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Lead Borrower 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 by the Lead Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT K-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s));

3. Neither the Foreign Lender nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Lead Borrower or any other Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

5. None of its direct or indirect partners/members is a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Lead Borrower or any other Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Lead Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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 (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Lead Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Lead Borrower and the Administrative Agent in writing 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 calendar years preceding such payment.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT K-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record and beneficial owner of the participation in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Lead Borrower or any other Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) 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 calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT K-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record owner of the participation in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such participation;

3. Neither the Foreign Participant nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code ;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Lead Borrower or any other Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

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 claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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 (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) 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 calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date set forth below.

	[NAME OF FOREIGN LENDER]


	By:
		Name:
		Title:
		Date:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT L

FORM OF SECURED [HEDGE][CASH MANAGEMENT] NOTICE

NOTICE OF SECURED [HEDGE][CASH MANAGEMENT] AGREEMENT

for

[Swap Contract/IDSA Master Agreement][Cash Management Agreement] between NAME OF [HEDGE][CASH MANAGEMENT] BANK (“ Hedge Bank ”) and GYP Holdings III Corp., a Delaware corporation (the “ Lead Borrower ”), dated as of [DATE OF [ISDA/Swap Contract][Cash Management Agreement]]

Reference is made to (i) the ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”), among the Lead Borrower, the other Borrowers from time to time party thereto, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and WELLS FARGO BANK, N.A., as Administrative Agent and Collateral Agent, and (ii) the [ISDA Master Agreement][Cash Management Agreement] dated as of [DATE OF ISDA/SWAP CONTRACT OR CASH MANAGEMENT AGREEMENT] [(the “ Swap Contract ”)][(the “ Cash Management Agreement ”)]. This communication is to inform you that the Lead Borrower and [Hedge Bank][Cash Management Bank] hereby designate the above captioned [Swap Contract][Cash Management Agreement] as a [“Secured Hedge Agreement”][“Secured Cash Management Agreement”] as defined in the Credit Agreement secured under to that certain Guaranty (as defined in the Credit Agreement) and the Collateral Documents (as defined in the Credit Agreement).

The Lead Borrower and [Hedge Bank][Cash Management Bank] acknowledge and accept [Hedge Bank’s][Cash Management Bank’s] appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX of the Credit Agreement for itself and its Affiliates as if [Hedge Bank][Cash Management Bank] were a “Lender” party to the Credit Agreement.

The terms of this notice shall be governed by and construed in accordance with the laws of the State of New York.

GYP HOLDINGS III CORP.


By:
	Name:
	Title:


[HEDGE BANK][CASH MANAGEMENT BANK]


By:
	Name:
	Title:


By:
	Name:
	Title:

EXHIBIT M

FORM OF INTERCOMPANY NOTE

[ · ]

For value received, each of the undersigned (together with their respective successors and assigns, each a “ Payor ”, and collectively, the “ Payors ”), hereby promises to pay on demand to each of the undersigned (together with its successors and assigns, each a “ Payee ”), the unpaid principal amount of all loans and advances made by the Payee to each Payor. Each Payor promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by such Payor and the Payee. Capitalized terms used but not defined herein shall (unless otherwise indicated) have the meanings given to them in the Credit Agreement identified below (unless otherwise indicated).

Upon the commencement by or against any Payor of any case or other proceeding seeking liquidation, reorganization or other relief with respect to such Payor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby waived by such Payor.

The Payee is hereby authorized (but not required) to record all loans and advances made by it to each Payor (all of which shall be evidenced by this Intercompany Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. The failure to show any such indebtedness or any error in showing such indebtedness shall not affect the obligations of any Payor hereunder.

This Intercompany Note is the Intercompany Note referred to in each of the (i) First Lien Credit Agreement, dated as of the date hereof (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “ First Lien Credit Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation (the “ Lead Borrower ”), GYP HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent and as collateral agent, (ii) Second Lien Credit Agreement, dated as of the date hereof (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “ Second Lien Credit Agreement ”), among the Lead Borrower, Holdings, each lender from time to time party thereto and CREDIT SUISSE AG, as administrative agent and as collateral agent, and (iii) ABL Credit Agreement, dated as of the date hereof (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “ ABL Credit Agreement ” and, together with the First Lien Credit Agreement and the Second Lien Credit Agreement, each a “ Credit Agreement ” and, collectively, the “ Credit Agreements ”), among the Lead Borrower, Holdings, the other borrowers from time to time party thereto, each lender from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent and as collateral agent.

This Intercompany Note shall be pledged by each Payee that is a Loan Party pursuant to (i) the First Lien Security Agreement (the “ First Lien Security Agreement ”) among the Lead Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto, and CREDIT SUISSE AG, as collateral agent (in such capacity, the “ First Lien Collateral Agent ”), (ii) the Second Lien Security Agreement (the “ Second Lien Security Agreement ”) among the Lead Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto, and CREDIT SUISSE AG, as collateral agent (in such capacity, the “ Second Lien Collateral Agent ”) , and (iii) the ABL Security Agreement (the “ ABL Security Agreement ” and, together with the First Lien Security Agreement and the Second Lien Security Agreement, the “ Security Agreements ”) among the Lead Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto, and WELLS FARGO BANK, N.A., as collateral agent (in such capacity, the “ ABL Collateral Agent ” and, together with the First Lien Collateral Agent and the Second Lien Collateral Agent, each a “ Collateral Agent ” and, collectively, the “ Collateral Agents ”). By its entry into this Intercompany Note, each Payor is deemed to have notice of the fact that, and each Payor hereby acknowledges and accepts that, this Intercompany Note has been pledged by the Payee (or is subject to an equivalent or similar security interest in any other relevant jurisdiction) in favor of each Collateral Agent and/or each Secured Party. Each Payor acknowledges and agrees that after the occurrence and during the continuation of an Event of Default, the Collateral Agents and the other Secured Parties may exercise all the rights of each Payee that is a Loan Party under this Intercompany Note and will not be subject to any abatement, reduction, recoupment, defense, setoff or counterclaim available to such Payor.

Each Payee agrees that any and all claims of such Payee against any Payor that is a Loan Party or any endorser of the obligations of any Payor that is a Loan Party under this Intercompany Note, or against any of their respective properties, shall be subordinate and subject in right of payment to the First Lien Obligations (as defined in the First Lien Credit Agreement), the Second Lien Obligations (as defined in the Second Lien Credit Agreement) and the ABL Obligations (as defined in the ABL Credit Agreement) (collectively, the “ Senior Debt ”) until: (i) in the case of the First Lien Obligations, the termination of the Aggregate Commitments (as defined in the First Lien Credit Agreement) and payment in full of all First Lien Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Hedge Agreements (as defined in the First Lien Credit Agreement) as to which arrangements satisfactory to the applicable Hedge Bank (as defined in the First Lien Credit Agreement) shall have been made); (ii) in the case of the Second Lien Obligations (as defined in the Second Lien Credit Agreement), the termination of the Aggregate Commitments (as defined in the Second Lien Credit Agreement) and payment in full of all Second Lien Obligations (other than contingent indemnification obligations not yet accrued and payable); and (iii) in the case of the ABL Obligations (as defined in the ABL Credit Agreement), the termination of the Aggregate Commitments (as defined in the ABL Credit Agreement) and payment in full of all ABL Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Cash Management Agreements (as defined in the ABL Credit Agreement) and Secured Hedge Agreements (as defined in the ABL Credit Agreement) as to which arrangements satisfactory to the applicable Cash Management Bank (as defined in the ABL Credit Agreement) or Hedge Bank (as defined in the ABL Credit Agreement) shall have been made) and the expiration or termination of all Letters of Credit (as defined in the ABL Credit Agreement) (other than Letters of Credit as to

which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer (as defined in the ABL Credit Agreement) shall have been made) (clauses (i), (ii) and (iii), collectively, “ Payment in Full ”); provided that, in each case, each Payor may make payments to the applicable Payee so long as no Event of Default under any Credit Agreement shall have occurred and be continuing; and provided , further , that, in each case, upon the waiver, remedy or cure of each such Event of Default, so long as no other Event of Default under any Credit Agreement shall have occurred and be then continuing, such payments shall be permitted, including any payment to bring any missed payments during the period of such Event of Default current. Notwithstanding any right of any Payee to ask, demand, sue for, take or receive any payment from any Payor, all rights, Liens and security interests of such Payee, whether now or hereafter arising and howsoever existing, in any assets of any Payor that is a Loan Party (whether constituting part of the Collateral given to the Collateral Agents or any other Secured Party under (i) the First Lien Credit Agreement to secure payment of all or any part of the First Lien Obligations (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement or the Secured Hedge Agreements (as defined in the First Lien Credit Agreement), (ii) the Second Lien Credit Agreement to secure payment of all or any part of the Second Lien Obligations (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement, (iii) the ABL Credit Agreement to secure payment of all or any part of the ABL Obligations (as defined in the ABL Credit Agreement) under the ABL Credit Agreement, the Secured Cash Management Agreements (as defined in the ABL Credit Agreement) or the Secured Hedge Agreements (as defined in the ABL Credit Agreement) or otherwise) shall be and hereby are subordinated to the rights of the Collateral Agents and the other Secured Parties under each Credit Agreement in such assets. Except as expressly permitted by each Credit Agreement or the other Loan Documents (as defined in each Credit Agreement), the Payees shall have no right to possession of any such asset or to foreclose upon, or exercise any other remedy in respect of, any such asset, whether by judicial action or otherwise, unless and until Payment in Full.

After the occurrence of and during the continuation of an Event of Default (as defined in each Credit Agreement), if all or any part of the assets of any Payor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of any Payor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any Payor is dissolved or if (except as expressly permitted by the Loan Documents (as defined in each Credit Agreement)) all or substantially all of the assets of any Payor are sold, then, and in any such event, any payment or distribution of any kind or character, whether in cash, securities or other investment property, or otherwise, which shall be payable or deliverable upon or with respect to any indebtedness of such Payor to any Payee (“ Payor Indebtedness ”) shall be paid or delivered directly to the applicable Collateral Agent for application to any of the Senior Debt, due or to become due, until Payment in Full. After the occurrence of and during the continuation of an Event of Default, each Payee that is a Loan Party irrevocably authorizes, empowers and appoints the applicable Collateral Agent (as required by the Intercreditor Agreements) as such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to make and present for and on behalf of such Payee such proofs of claim and take such other action, in such Collateral Agent’s own names or in the name of such Payee or otherwise, as such Collateral Agent may deem necessary or advisable for the enforcement of this Intercompany Note. After the occurrence of and during the

continuation of an Event of Default, each Payee that is a Loan Party also agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor Indebtedness requested by any Collateral Agent. After the occurrence of and during the continuation of an Event of Default, the Collateral Agents may vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such vote), receive and collect any and all dividends or other payments or disbursements made on Payor Indebtedness in whatever form the same may be paid or issued and apply the same on account of any of the Senior Debt in accordance with each Credit Agreement. Upon the occurrence and during the continuation of any Event of Default, should any payment, distribution, security or other investment property or instrument or any proceeds thereof be received by any Payee that is a Loan Party upon or with respect to Payor Indebtedness owing to such Payee prior to Payment in Full, such Payee that is a Loan Party shall receive and hold the same for the benefit of the Secured Parties, and shall forthwith deliver the same to the applicable Collateral Agent (as required by the Intercreditor Agreements), for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of such Payee where necessary or advisable in such Collateral Agent’s judgment), for application to any of the Senior Debt in accordance with each Credit Agreement, due or not due, and, until so delivered, the same shall be segregated from the other assets of such Payee for the benefit of the Secured Parties. Upon the occurrence and during the continuance of an Event of Default, if such Payee fails to make any such endorsement or assignment to the Collateral Agents, the applicable Collateral Agent or any of its officers, employees or representatives are hereby irrevocably authorized to make the same. After the occurrence and during the continuation of an Event of Default, each Payee that is a Loan Party agrees that until Payment in Full, such Payee will not (i) assign or transfer, or agree to assign or transfer, to any Person (other than (x) to Holdings, the Lead Borrower or any of their respective Restricted Subsidiaries, (y) in favor of the Collateral Agents for the benefit of the Secured Parties pursuant to the Security Agreements or otherwise or (z) to the holders of Permitted Other Indebtedness (as defined in the First Lien Credit Agreement), Specified Refinancing Debt (as defined in the First Lien Credit Agreement), Permitted Other Indebtedness (as defined in the Second Lien Credit Agreement), Specified Refinancing Debt (as defined in the Second Lien Credit Agreement) and/or Permitted Term Indebtedness (as defined in the ABL Credit Agreement), in each case to the extent permitted by each Credit Agreement) any claim such Payee has or may have against any Payor, or (ii) otherwise amend, modify, supplement, waive or fail to enforce any subordination provision of this Intercompany Note or the provisions relating to the pledge of this Intercompany Note in favor of the Collateral Agent for the benefit of the Secured Parties.

The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

This Intercompany Note and the Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Intercompany Note or any Loan Document (except, as to any Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the State of New York.

From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto by executing a counterpart signature page to this Intercompany Note (each

additional Subsidiary, an “ Additional Payor ”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Payor shall be a Payor and shall be as fully a party hereto as if such Additional Payor were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor hereunder. This Intercompany Note shall be fully effective as to any Payor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor hereunder.

This Intercompany Note may be executed in any number of counterparts and by different parties hereto 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 agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PAYORS:

	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]

	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

Pay to the following PAYEES:

	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]

	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

EXHIBIT N

FORM OF ABL/TERM INTERCREDITOR AGREEMENT

EXHIBIT O

FORM OF CREDIT CARD NOTIFICATION

[PREPARE ON LEAD BORROWER LETTERHEAD — ONE FOR EACH PROCESSOR]

, 20

To: [Name and Address of Credit Card Processor] (the “ Processor ”)

Re: [ ] (the “ Company ”)

Merchant Account Number:

Dear Sir/Madam:

Pursuant to a senior secured revolving credit facility (the “ Credit Facility ”) established by that certain ABL Credit Agreement, dated as of April [1], 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms), among GYP Holdings III Corp., a Delaware corporation, as lead borrower, the other borrowers from time to time party thereto, GYP Holdings II Corp., a Delaware corporation, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as collateral agent (the “ Agent ”), the Company has granted to the Agent, for its own benefit and the benefit of the other secured parties thereunder, a security interest in and to the Company’s inventory, accounts, general intangibles, equipment, and other assets, including, without limitation, all amounts due or to become due from the Processor to the Company.

Under the Credit Facility, the Company is obligated to deliver (or cause to be delivered) all proceeds of the Company’s accounts, accounts receivable, and inventory to the Agent. Such proceeds include all payments with respect to credit card charges (the “ Charges ”) submitted by the Company to the Processor for processing and the amounts which the Processor owes to the Company on account thereof (the “ Credit Card Proceeds ”).

Until the Processor receives written notification from an officer of the Agent to the contrary, all amounts as may become due from time to time from the Processor to the Company shall continue to be transferred as requested by the Company from time to time. Upon receipt of a written notice from an officer of the Agent, all amounts that may be due from time to time from the Processor to the Company shall be transferred only as follows:

By ACH, Depository Transfer Check, or Electronic Depository Transfer to:

[Bank Name]
ABA #
Account No.

Re: GYP Holdings III Corp.

As the Processor may be instructed from time to time in writing by an officer of the Agent.

Upon request of the Agent, a copy of each periodic statement provided by the Processor to the Company should be provided to the Agent at the following address (which address may be changed upon seven (7) days’ written notice given to the Processor by the Agent):

Wells Fargo Bank, N.A.

Andrew J. Currie

Vice President - Relationship Manager

Wells Fargo Capital Finance

1 Boston Place, 18th Floor

Boston, MA 02108

Tel 617-624-4439

eFax 866-356-4009

andrew.j.currie@wellsfargo.com

Re: GYP Holdings III Corp.

The Processor shall be fully protected in acting on any order or direction by the Administrative Agent respecting the Charges and the Credit Card Proceeds without making any inquiry whatsoever as to the Agent’s right or authority to give such order or direction or as to the application of any payment made pursuant thereto.

This letter may be amended only by the written agreement of the Processor, the Company and an officer of the Agent, and may be terminated solely by written notice signed by an officer of the Agent.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

	Very truly yours,

	[ ], as the Company

	By:
	Name:
	Title:

cc: Wells Fargo Bank, N.A.

[ Signature Page to Credit Card Notification ]

Exhibit 10.6

EXECUTION VERSION

FIRST LIEN CREDIT AGREEMENT

Dated as of April 1, 2014

among

GYP HOLDINGS III CORP.

as the Borrower,

GYP HOLDINGS II CORP.

as Holdings,

CREDIT SUISSE AG

as Administrative Agent and Collateral Agent

The Other Lenders Party Hereto,

CREDIT SUISSE SECURITIES (USA) LLC

RBC CAPITAL MARKETS (1)

UBS SECURITIES LLC

as Joint Lead Arrangers and Joint Bookrunners

(1) RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

Section		Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	1
1.02	Other Interpretive Provisions	55
1.03	Accounting Terms	55
1.04	Rounding	56
1.05	References to Agreements and Laws	56
1.06	Times of Day	56
1.07	Timing of Payment or Performance	56
1.08	Currency Equivalents Generally	56
1.09	Pro Forma Calculations	56
1.10	Basket Calculations	57
1.11	Classification of Term Loans and Term Borrowings	57

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	The Term Loans	57
2.02	Term Borrowings, Conversions and Continuations of Term Loans	57
2.03	Prepayments	59
2.04	Termination or Reduction of Term Commitments	68
2.05	Repayment of Term Loans	68
2.06	Interest	70
2.07	Fees	70
2.08	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	70
2.09	Evidence of Indebtedness	71
2.10	Payments Generally; Administrative Agent’s Clawback	71
2.11	Sharing of Payments	73
2.12	Incremental First Lien Term Facilities	74
2.13	Defaulting Lenders	79

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01	Taxes	80
3.02	Illegality	84
3.03	Inability to Determine Rates	84
3.04	Increased Cost and Reduced Return; Capital Adequacy	85
3.05	Funding Losses	86
3.06	Matters Applicable to All Requests for Compensation	86
3.07	Replacement of Lenders under Certain Circumstances	87
3.08	Survival	88

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01	Conditions to Initial Credit Extension	89
4.02	Conditions to All Credit Extensions	93

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	94
5.02	Authorization; No Contravention	94
5.03	Governmental Authorization; Other Consents	95
5.04	Binding Effect	95
5.05	Financial Statements; No Material Adverse Effect	95
5.06	Litigation	96
5.07	No Default	96
5.08	Ownership of Property; Liens	96
5.09	Environmental Matters	97
5.10	Taxes	97
5.11	ERISA Compliance	98
5.12	Subsidiaries; Equity Interests	98
5.13	Margin Regulations; Investment Company Act	99
5.14	Disclosure	99
5.15	Compliance with Laws	99
5.16	Intellectual Property	100
5.17	Solvency	100
5.18	Labor Matters	100
5.19	Perfection, Etc.	100
5.20	OFAC and PATRIOT Act Compliance	101
5.21	Anti-Corruption Compliance	101
5.22	OFAC	101
5.23	Designation as Senior Debt	101
5.24	Tax Reporting Compliance	101

ARTICLE VI
AFFIRMATIVE COVENANTS

6.01	Financial Statements	102
6.02	Certificates; Other Information	103
6.03	Notices	105
6.04	Payment of Obligations	106
6.05	Preservation of Existence, Etc.	106
6.06	Maintenance of Properties	106
6.07	Maintenance of Insurance	106
6.08	Compliance with Laws	107
6.09	Books and Records	107
6.10	Inspection Rights	107

6.11	Use of Proceeds	107
6.12	Covenant to Guarantee Obligations and Give Security	107
6.13	Compliance with Environmental Laws	110
6.14	Further Assurances, Post Closing Obligations	110
6.15	Maintenance of Ratings	113
6.16	Conference Calls	113
6.17	ERISA	113

ARTICLE VII
NEGATIVE COVENANTS

7.01	Liens	113
7.02	Investments	117
7.03	Indebtedness	121
7.04	Fundamental Changes	124
7.05	Dispositions	125
7.06	Restricted Payments	127
7.07	Change in Nature of Business	131
7.08	Transactions with Affiliates	131
7.09	Burdensome Agreements	132
7.10	Use of Proceeds	133
7.11	Amendments of Organization Documents	133
7.12	Accounting Changes	133
7.13	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments	133
7.14	Holding Companies	134

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	135
8.02	Remedies Upon Event of Default	138
8.03	Application of Funds	138

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01	Appointment and Authorization of Agents	139
9.02	Delegation of Duties	140
9.03	Liability of Agents	140
9.04	Reliance by Agents	141
9.05	Notice of Default	141
9.06	Credit Decision; Disclosure of Information by Agents	141
9.07	Indemnification of Agents	142
9.08	Agents in their Individual Capacities	142
9.09	Successor Agents	143
9.10	Administrative Agent May File Proofs of Claim	144
9.11	Collateral and Guaranty Matters	145

iii

9.12	Secured Hedge Agreements	146
9.13	Other Agents; Arranger and Managers	146
9.14	Appointment of Supplemental Administrative Agents	146
9.15	Withholding	147

ARTICLE X
MISCELLANEOUS

10.01	Amendments, Etc.	147
10.02	Notices; Effectiveness; Electronic Communications	151
10.03	No Waiver; Cumulative Remedies; Enforcement	153
10.04	Expenses and Taxes	154
10.05	Indemnification by the Borrower	154
10.06	Payments Set Aside	156
10.07	Successors and Assigns	156
10.08	Confidentiality	162
10.09	Setoff	163
10.10	Interest Rate Limitation	164
10.11	Counterparts	164
10.12	Integration; Effectiveness	164
10.13	Survival of Representations and Warranties	165
10.14	Severability	165
10.15	Governing Law; Jurisdiction; Etc.	165
10.16	WAIVER OF RIGHT TO TRIAL BY JURY	166
10.17	Binding Effect	166
10.18	No Advisory or Fiduciary Responsibility	167
10.19	Affiliate Activities	167
10.20	Electronic Execution of Assignments and Certain Other Documents	168
10.21	USA PATRIOT ACT; “Know Your Customer” Checks	168
10.22	Keepwell	169
10.23	Intercreditor Agreements	169

SCHEDULES

I		Guarantors
II		Immaterial Subsidiaries
2.01		Term Commitments and Pro Rata Shares
4.01(a)(viii)		Local Counsel
5.08(b)		Material Real Property
5.09		Environmental Matters
5.11(d)		Pension Plans
5.12		Subsidiaries and Other Equity Investments
5.16		Intellectual Property
5.18		Labor Matters
6.14		Initial Mortgaged Properties
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
7.08		Existing Affiliate Transactions
10.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of

A	Committed Loan Notice
B	[Reserved]
C	Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Affiliated Lender Assignment and Assumption
E-3	Administrative Questionnaire
F-1	Holdings Guaranty
F-2	Subsidiary Guaranty
G	Security Agreement
H	Intellectual Property Security Agreement
I	Opinion Matters — Counsel to the Loan Parties
J	Solvency Certificate
K	Discounted Prepayment Option Notice
L	Lender Participation Notice
M	Discounted Voluntary Prepayment Notice
N	U.S. Tax Compliance Certificate
O	Secured Hedge Notice
P	Intercompany Note
Q	Term Intercreditor Agreement
R	ABL/Term Intercreditor Agreement

FIRST LIEN CREDIT AGREEMENT

This FIRST LIEN CREDIT AGREEMENT (this “ Agreement ”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), GYP HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent.

PRELIMINARY STATEMENTS

Pursuant to the terms and conditions set forth in the Acquisition Agreement (as hereinafter defined), the Borrower will acquire (the “ Acquisition ”) 100% of the Shares other than Rollover Shares (each as defined in the Acquisition Agreement) of Gypsum Management and Supply, Inc., a Georgia corporation (“ GMS ”), from each of the persons set forth on Schedule A to the Acquisition Agreement (collectively, the “ Seller ”).

The Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders lend to the Borrower $390,000,000 in the form of a term loan facility.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement (including the preliminary statements above), the following terms shall have the meanings set forth below:

“ ABL Administrative Agent ” means the administrative agent under the ABL Facility.

“ ABL Cap ” means the greater of (i) $345,000,000 and (ii) an amount equal to the sum of 90% of the book value of all inventory and 90% of the book value of all accounts receivable, in each case, owned by the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent in accordance with Section 6.01(a) or (b) and calculated in accordance with GAAP.

“ ABL Collateral Agent ” means the collateral agent under the ABL Facility.

“ ABL Facility ” means the ABL Revolving Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms of the ABL/Term Intercreditor Agreement), among the Borrower, Holdings, Wells Fargo Bank, N.A., as administrative agent thereunder, the other agents party thereto and the ABL Lenders, including any replacement thereof entered into in connection with one or more refinancings thereof permitted under the ABL/Term Intercreditor Agreement (so long as the

documents governing such replacement constitute “ABL Debt Documents” for purposes of the ABL/Term Intercreditor Agreement) .

“ ABL Lender ” means a lender under the ABL Facility.

“ ABL Loan ” means a “ Loan ” as defined in the ABL Facility.

“ ABL Loan Documents ” means the “ Loan Documents ” as defined in the ABL Facility.

“ ABL Obligations ” means the “ ABL Obligations ” as defined in the ABL Facility.

“ ABL Priority Collateral ” has the meaning specified in the ABL/Term Intercreditor Agreement.

“ ABL/Term Intercreditor Agreement ” means the ABL/Term Intercreditor Agreement substantially in the form of Exhibit R, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof), among the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent.

“ Acquisition ” has the meaning specified in the “Preliminary Statements.”

“ Acquisition Agreement ” means the Stock Purchase Agreement (including the schedules and exhibits thereto), dated as of February 11, 2014, among the Borrower, as Buyer, GMS, as Company and the Seller.

“ Acceptable Discount ” has the meaning specified in Section 2.03(a)(iii)(C) .

“ Acceptance Date ” has the meaning specified in Section 2.03(a)(iii)(B) .

“ Accepting Lenders ” has the meaning specified in Section 2.03(c) .

“ Acquired Business ” has the meaning specified in Section 7.02(i) .

“ Administrative Agent ” means Credit Suisse AG, in its capacity as administrative agent under the Term Facility, and any successor administrative agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 10.02 , or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit E-3 or any other form approved by the Administrative Agent.

“ AEA ” means AEA Investors LP and its Affiliates, other than any portfolio company of any of the foregoing.

“ Affected Facility ” has the meaning specified in Section 10.01(B) .

“ Affiliated Lenders ” means, collectively, the Borrower and its Subsidiaries, Non-Debt Fund Affiliates and Debt Fund Affiliates.

Affiliated Lender Assignment and Assumption ” means an Affiliated Lender Assignment and Assumption substantially in the form of Exhibit E-2 .

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Term Commitments of all the Lenders.

“ Agreement ” means this First Lien Credit Agreement, as amended, supplemented or modified from time to time in accordance with its terms.

“ Applicable Discount ” has the meaning specified in Section 2.03(a)(iii)(C) .

“ Applicable Rate ” means a percentage per annum equal to 3.75% per annum for Eurodollar Rate Loans, and 2.75% per annum for Base Rate Loans.

“ Arrangers ” means each of CS Securities, RBC Capital Markets, and UBS Securities LLC, in their capacities as exclusive joint lead arrangers and joint bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E-1 .

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) the one-month Eurodollar Rate (after giving effect to any applicable “floor”) plus 1%; provided that, for the avoidance of doubt, the Eurodollar Rate for any day shall be based on the rate determined on such day at approximately 11:00 a.m. (London Time) by reference to the Intercontinental Exchange Benchmark Administration Ltd. (or any successor thereto) Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the Intercontinental Exchange Benchmark Administration Ltd. (or any successor thereto) as an authorized vendor for the purpose of displaying such rates). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or the Eurodollar Rate, as the case may be.

“ Base Rate Loan ” means a Term Loan that bears interest based on the Base Rate.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“ Board of Directors ” means: (a) with respect to Holdings, the Borrower or any other corporation, the board of directors (or analogous governing body) of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” has the meaning specified in the introductory paragraph to this Agreement.

“ Borrower Materials ” has the meaning specified in Section 6.02 .

“ Borrower Notice ” has the meaning specified in Section 6.12(d) .

“ Borrower Purchasing Party ” means the Borrower and any of its Restricted Subsidiaries.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office is located and , if such day relates to any Eurodollar Rate Loan, is a day that is also a London Banking Day.

“ Capital Expenditures ” means, as of any date for the applicable period then ended, all capital expenditures of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period, as determined in accordance with GAAP.

“ Capitalized Lease ” means any lease that has been or should be, in accordance with GAAP (subject to Section 1.03(c)), recorded as a capitalized lease.

“ Cash Collateral Account ” means a blocked, non-interest bearing deposit account at Credit Suisse or a financial institution selected by the Administrative Agent, in the name of the Borrower and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of the United States (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the United States, and which are not callable or redeemable at the issuer’s option;

(c) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(f) Investments, classified in accordance with GAAP as Current Assets of the Borrower or any of its Restricted Subsidiaries, in money market investment programs, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of which are limited such that at least 95% of such

investments are of the character, quality and maturity described in clauses (a) , through (e) of this definition;

(g) investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity) described in clauses (a) through (f) above; and

(h) (x) such local currencies in those countries in which the Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (g) customarily utilized in countries in which Borrower or any of its Restricted Subsidiaries transacts business from time to time in the ordinary course of business.

“ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any casualty insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon).

“ Change of Control ” means the occurrence of any of the following:

(i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)) other than one or more Permitted Holders; or

(ii) the adoption of a plan relating to the liquidation or dissolution of Holdings or the Borrower; or

(iii) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” as defined in clause (i) above) other than one or more Permitted Holders becomes the Beneficial Owner, directly or indirectly, of more than 50% of the issued and outstanding Voting Stock of Holdings or the Borrower measured by voting power rather than number of shares; or

(iv) the first day on which a majority of the members of the Board of Directors of Holdings or the Borrower are not Continuing Directors; or

(v) Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Borrower; or

(vi) a “Change of Control” (as defined in the ABL Facility or the Second Lien Credit Agreement) shall occur.

“ Class ” means (a) with respect to Lenders, each of the following classes of Lenders: (i) Lenders holding Term Loans and (ii) Lenders holding an Incremental First Lien Term Loan Tranche, and (b) with respect to Term Loans, each of the following classes of Term Loans: (i) Term Loans and (ii) Incremental First Lien Term Loans of any Incremental First Lien Term Loan Tranche. For the avoidance of doubt, any Term Loans or Term Commitments created pursuant to a Permitted Amendment shall constitute a separate Class.

“ Closing Date ” means the first date on which all of the conditions precedent in Article IV are satisfied or waived in accordance with Article IV .

“ Closing Material Adverse Effect ” means any material adverse change, effect, event, occurrence, fact or condition in or on the business, results of operation, condition (financial or otherwise) or assets of the Target, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Closing Material Adverse Effect: any material adverse facts, circumstances, events, changes, effects or occurrences (a) resulting from or relating to the identity of Buyer or any of its Affiliates as the Buyer of the Target or the announcement of or execution of the Acquisition Agreement or the pendency of the transactions contemplated by the Acquisition Agreement, including losses or threatened losses of employees, customers, suppliers or others having relationships with the Target; (b) resulting from or relating to political conditions or any acts of terrorism or war; (c) relating to generally applicable economic conditions (including the state of the financial, debt, credit or securities markets, in the United States or elsewhere) or the industries in which the Target operates in general; (d) resulting from or relating to any change in Laws or GAAP or authoritative interpretations thereof; (e) resulting from or relating to the failure of the Business to meet projections, forecasts or estimates delivered to any Person (provided that the underlying causes of such failures may be considered in determining whether there is a Closing Material Adverse Effect unless otherwise provided in this definition); (f) resulting from or relating to any natural or man-made disaster or acts of God, or (g) resulting from or relating to actions of the Target or any of its Affiliates which Buyer has expressly requested or to which Buyer has expressly consented; except, in the case of clauses (b), (c), (d) or (f), where such change, effect,

event, occurrence, fact or condition disproportionately affects the Target, taken as a whole, relative to other participants in the industries in which the Target operates. Capitalized terms used above in the definition of “Closing Material Adverse Effect” without definition shall have the meanings assigned to them in the Acquisition Agreement.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended (unless otherwise provided herein).

“ Collateral Agent ” means Credit Suisse AG, in its capacity as collateral agent under the Loan Documents, and any successor collateral agent.

“ Collateral Documents ” means, collectively, the Security Agreement, the Intercreditor Agreements, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, the Collateral Agent and the Lenders pursuant to Section 6.12 or 6.14 , and each of the other agreements, instruments or documents entered into by a Loan Party that creates or purports to create a Lien over all or any part of its assets in respect of the First Lien Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.

“ Commitment Letter ” means the Commitment Letter, dated as of February 11, 2014 (as amended, supplemented or otherwise modified by the Joinder to Commitment Letter, dated as of February 25, 2014), among Holdings, Wells Fargo Bank, N.A., SunTrust Robinson Humphrey, Inc., SunTrust Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Royal Bank of Canada, UBS AG, Stamford Branch, and UBS Securities LLC.

“ Committed Loan Notice ” means a notice of (a) a Term Borrowing, (b) a conversion of Term Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .

“ 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.

“ Company Plan ” means a Plan other than a Multiemployer Plan.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .

recipient of any payment to be made by or on account of any obligation of the Borrower or any other Loan Party hereunder and the jurisdiction imposing such Tax (other than connections arising solely 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 Term Loan or Loan Document).

“ Consolidated Cash Taxes ” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP, to the extent the same are payable in cash with respect to such period.

“ Consolidated Current Assets ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all assets that, in accordance with GAAP, would be classified as current assets on the consolidated balance sheet of such Person, after deducting appropriate and adequate reserves therefrom in each case in which a reserve is proper in accordance with GAAP, but excluding any payment of contract-related costs (customarily referred to as costs in excess of billing), cash, Cash Equivalents and Swap Contracts to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of such Person.

“ Consolidated Current Liabilities ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, all liabilities in accordance with GAAP that would be classified as current liabilities on the consolidated balance sheet of such Person, but excluding any advanced payments received for contracts (customarily referred to as billings in excess of costs), the current portion of Indebtedness (including the Swap Termination Value of any Swap Contracts) to the extent reflected as a liability on the consolidated balance sheet of such Person.

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations

or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations,

(ii) provision for taxes based on income, profits or capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations,

(iii) depreciation and amortization expense (including amortization of intangible assets),

(iv) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting,

(vi) all extraordinary, non-recurring or unusual losses and charges,

(viii) cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions,

consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix) , when added to the aggregate amount of add backs pursuant to clause (vii) above and clause (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix) , clause (vii) above or clause (xix) below),

(x) transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents, the ABL Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated),

(xi) any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business,

(xii) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period),

(xiii) management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) ,

(xv) non-cash losses from Joint Ventures and non-cash minority interest reductions,

(xvi) fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.13 ,

(xvii) other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period,

(xviii) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items, and

(xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Borrower or any Restricted Subsidiary, any operational changes (including, without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 , certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition, disposition or any operational change, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix) , when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of

Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix) ), minus

(i) federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense),

(ii) non-recurring income or gains from discontinued operations,

(iii) all extraordinary, non-recurring or unusual gains and non-cash income during such period,

(iv) any gains realized upon the disposition of property outside of the ordinary course of business, and

(v) the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(viii) and 7.06(i) (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to this definition), plus or minus

(d) unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP.

“ Consolidated Funded First Lien Indebtedness ” means (A) all Consolidated Funded Indebtedness constituting ABL Obligations and (B) all other Consolidated Funded Indebtedness that is secured by a Lien on any Collateral (other than Liens permitted under Section 7.01(i) ) that is not subordinated to the Lien on such Collateral securing the First Lien Obligations; provided that (x) such Consolidated First Lien Indebtedness is not subordinated in right of payment to the First Lien Obligations and (y) for purposes of the definition of “Permitted Other First Lien Indebtedness”, the definition of “Permitted Other Second Lien Indebtedness” and clause (y) of the second proviso in Section 2.12(a) only, all Incremental First Lien Term Facilities and all Permitted Other First Lien Indebtedness (and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on the Collateral that is not subordinated to the Lien on such Collateral securing the First Lien Obligations, whether or not so secured and (b)

not subordinated in right of payment to the First Lien Obligations, whether or not so subordinated.

“ Consolidated Funded Indebtedness ” means all Indebtedness of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire principal amount thereof), excluding (i) net obligations under any Swap Contract, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of the applicable Person, (iii) any deferred compensation arrangements, (iv) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions, or (v) obligations in respect of letters of credit, bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn. The amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or, if less, the fair market value of such identified asset.

“ Consolidated Funded Secured Indebtedness ” means Consolidated Funded Indebtedness that is secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries, provided that (x) such Consolidated Funded Indebtedness is not subordinated in right of payment to the First Lien Obligations and (y) for purposes of the definition of “Permitted Other First Lien Indebtedness”, the definition of “Permitted Other Second Lien Indebtedness”, the definition of “Secured Leverage Ratio” as used in the definition of “Second Lien Cap” and clause (y) of the second proviso in Section 2.12(a) only, all Incremental First Lien Term Facilities and all Permitted Other Indebtedness (and any Permitted Refinancing thereof) shall be deemed to be (a) secured by a Lien on the assets of the Borrower and its Restricted Subsidiaries, whether or not so secured and (b) not subordinated in right of payment to the First Lien Obligations, whether or not so subordinated.

consolidated with the Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated EBITDA on a Pro Forma Basis ), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period to the extent that, during such period (or, for purposes of calculating Cumulative Credit, either during such period or in respect of any future period) there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted Subsidiaries, except to the extent that such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary of such Person that is not itself subject to any such encumbrance or restriction, (vi) cancellation of Indebtedness income arising out of prepayments made in accordance with Section 2.03(a)(iii) and (vii) any income (loss) for such period attributable to the early extinguishment of (a) Indebtedness, (b) obligations under any Swap Contracts or (c) other derivative instruments), as determined in accordance with GAAP.

“ Consolidated Scheduled Funded Debt Payments ” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments of such Funded Debt (including as required pursuant to Section 2.03 ) as determined in accordance with GAAP.

“Consolidated Total Assets ” means, as of any date, the total assets of the Borrower and its Restricted Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of such date.

“ Continuing Directors ” means the directors of each of Holdings and the Borrower on the Closing Date, and each other director, if, in each case, such other director’s nomination for election to the Board of Directors of Holdings or the Borrower is recommended by a majority of the then Continuing Directors or such other director receives the vote of the Sponsor in his or her election by the stockholders of Holdings or of the Borrower.

“ Control ” has the meaning specified in the definition of “Affiliate.”

“ Credit Extension ” means a Term Borrowing.

“ Credit Suisse ” means Credit Suisse AG, acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ CS Securities ” means Credit Suisse Securities (USA) LLC and its successors.

“ Cumulative Credit ” means, at any date, an amount, not less than zero in the aggregate (except to the extent resulting from the operation of clause (e)) , determined on a cumulative basis equal to:

(a) the sum of a percentage of Excess Cash Flow for each full fiscal quarter ended after the Closing Date and prior to such date of determination, equal to, for each such fiscal quarter:

(i) 50% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was greater than or equal to 5.50:1.00,

(ii) 75% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was less than 5.50:1.00 but greater than or equal to 5.00:1.00 or

(iii) 100% if, as of the last day of such fiscal quarter, the Total Leverage Ratio was less than 5.00:1.00, plus

(b) the sum of any Declined Amounts, plus

(c) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) (any such Investment for purposes of this clause (c) being an “ Original Investment ” and the amount of any such reduction for purposes of this clause (c) being the “ Reduction Amount ” in respect of such Investment) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the acquisition of Equity Interests of an Unrestricted Subsidiary or the acquisition of any Investments, an amount equal to the lesser of (A) the aggregate amount received by the Borrower or any Restricted Subsidiary in cash and Cash Equivalents from: (i) the sale (other than to the Borrower or any such Restricted Subsidiary) of any such Equity Interests of an Unrestricted Subsidiary or any such Investments, or (ii) any dividend or other distribution by any such Unrestricted Subsidiary received in respect of any such Investments, or (iii) interest, returns of principal, repayments and similar payments by any such Unrestricted Subsidiary or received in respect of any such Investments, and (B) the Reduction Amount in respect of such Original Investment; plus

(d) in the event that Cumulative Credit has been reduced as a result of an Investment made pursuant to Section 7.02(t) in connection with the designation of a Restricted Subsidiary as an Unrestricted Subsidiary (any such designation being the “ Original Designation ” and the amount of any such reduction for purposes of this clause (d) being the “ Reduction Amount ” in respect of such designation), in the event any such Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, an amount equal to the lesser of (A) the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) and (B) the Reduction Amount in respect of such Original Designation, minus

(e) the aggregate excess (or plus any shortfall) in respect of each fiscal year of the Borrower (commencing with the first full fiscal year ending after the Closing Date) completed prior to such date of (i) the cumulative amount of Cumulative Credit attributable to

and determined in accordance with clause (a) of this definition for all four fiscal quarters of each such fiscal year over (ii) such cumulative amount for each such fiscal year attributable to clause (a) of this definition but determined on an annual (and not quarterly) basis for each such fiscal year (for the avoidance of doubt, based on the Total Leverage Ratio as of the last day of each such fiscal year),

as such amount may be reduced from time to time to the extent that all or a portion of Cumulative Credit is applied to make Investments, Restricted Payments or prepayments of Junior Financing pursuant to Section 7.02(t) , 7.06(f)(2) or 7.13(a)(i) , respectively.

“ Cure Amount ” has the meaning specified in the ABL Facility.

“ Declined Amounts ” has the meaning specified in Section 2.03(c) .

“ Declining Lender ” has the meaning specified in Section 2.03(c) .

“ Debt Fund Affiliate ” means any Affiliate of the Sponsor that is a bona fide diversified debt fund primarily engaged in, or advising funds or other investment vehicles that are engaged in making, purchasing or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle that are independent of their duties to the equity holders of Holdings.

“ Debt Issuance ” means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Defaulting Lender ” means, subject to Section 2.13(b) , any Lender that (a) has failed to (i) fund all or any portion of its Term Loans within two (2) Business Days of the date such Term Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent 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 Lenders’ obligation to fund a Term 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 the applicable default, if any, 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 the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent or the Borrower 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 the Administrative Agent or the Borrower), 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, or (ii) had appointed for it a receiver, 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 Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender; provided , further , that the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator with respect to a Lender of a Lender’s direct or indirect parent company under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not result in a Lender being deemed a Defaulting Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under 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 2.13(b) ) upon delivery of written notice of such determination to the Borrower and each Lender.

“ Discounted Prepayment Option Notice ” has the meaning specified in Section 2.03(a)(iii)(B) .

“ Discount Range ” has the meaning specified in Section 2.03(a)(iii)(B) .

“ Discounted Voluntary Prepayment ” has the meaning specified in Section 2.03(a)(iii)(A) .

“ Discounted Voluntary Prepayment Notice ” has the meaning specified in Section 2.03(a)(iii)(E) .

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests 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 Equity Interests), pursuant to a sinking fund obligations 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 Term Loans and all other First Lien Obligations that are accrued and payable), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days after the Latest Maturity Date of all Term Loans then in effect; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings, the Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary of Holdings (other than any CFC Holdco) that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.07(b)(iii) .

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Contribution ” has the meaning specified in the definition of the “Transactions.”

“ Equity Issuance ” means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974.

under Section 4041A or 4042 of ERISA; (d) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan is in at-risk status, as defined in Section 430 of the Code or Section 303 of ERISA, or the determination that any Multiemployer Plan is in endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA; (h) 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 Loan Party or any ERISA Affiliate; (i) the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan; or (j) the failure to meet the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan.

“ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Eurodollar Rate =

Eurodollar Base Rate

1.00 – Eurodollar Reserve Percentage

where,

“ Eurodollar Base Rate ” means, for such Interest Period, the rate per annum equal to (i) the rate determined by the Administrative Agent to be the applicable Screen Rate at approximately 11:00 a.m. (London Time), two (2) Business Days prior to the commencement of such Interest Period, for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the rates per annum at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London Time) on the date that is two (2) Business Days prior to the commencement of such Interest Period .

“ Eurodollar Rate Loan ” means a Term Loan that bears interest at the Eurodollar Rate.

(currently referred to as “Eurodollar liabilities”). The Eurodollar Rate for each outstanding Term Loan the interest on which is determined by reference to the Eurodollar Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” has the meaning specified in Section 8.01 .

“ Evidence of Flood Insurance ” has the meaning specified in Section 6.12(d) .

“ Excess Cash Flow ” means, with respect to any Excess Cash Flow Period, an amount equal to (a) Consolidated Net Income of the Borrower and its Restricted Subsidiaries minus (b) without duplication (in each case, for the Borrower and its Restricted Subsidiaries on a consolidated basis),

(i) Capital Expenditures, except to the extent made using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period,

(ii) Consolidated Scheduled Funded Debt Payments and, to the extent not otherwise deducted from Consolidated Net Income, Consolidated Cash Taxes,

(iii) Restricted Payments made by the Borrower and its Restricted Subsidiaries to the extent that such Restricted Payments are permitted to be made under Section 7.06(e) or 7.06(i) , solely to the extent made, directly or indirectly, with the proceeds from events or circumstances that were included in the calculation of Consolidated Net Income,

(iv) the aggregate amount of voluntary or mandatory permanent principal payments or repurchases of Indebtedness of the Borrower and its Restricted Subsidiaries (excluding the First Lien Obligations, the ABL Loans and the Second Lien Obligations); provided that (A) such prepayments or repurchases are otherwise permitted hereunder, (B) if such Indebtedness consists of a revolving line of credit, the commitments under such line of credit are permanently reduced by the amount of such prepayment or repurchase and (C) such prepayments or repurchases are not made, directly or indirectly, using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period or (2) the Cumulative Credit,

(v) cash payments made in satisfaction of non-current liabilities (excluding payments of Indebtedness for borrowed money) or non-cash charges in a prior period, in each case, not made directly or indirectly using (1) proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period or (2) the Cumulative Credit,

(vi) to the extent not deducted in arriving at Consolidated Net Income, cash expenses incurred in connection with the Transactions or, to the extent permitted hereunder, any Investment permitted under Section 7.02 , Equity Issuance or Debt Issuance,

(vii) cash from operations used or to be used to consummate a Permitted Acquisition (if such Permitted Acquisition has been consummated, or committed to be consummated, prior to the date on which a prepayment of Term Loans would be required pursuant to Section 2.03(b)(i) with respect to such fiscal year period); provided , however , that if any amount is deducted from Excess Cash Flow pursuant to this clause (vii) with respect to a fiscal year as a result of a Permitted Acquisition that has been committed to be consummated but not yet actually consummated at the time of such deduction (the amount of such cash being the “ Relevant Deduction Amount ”) then (A) for the avoidance of doubt, no amount shall be deducted from Excess Cash Flow pursuant to this clause (vii) as a result of such Permitted Acquisition being actually consummated for the Relevant Deduction Amount, and (B) if such Permitted Acquisition is not actually consummated for the Relevant Deduction Amount prior to the date on which a prepayment of Term Loans would be required pursuant to Section 2.03(b)(i) with respect to the immediately following fiscal year period, an amount equal to such Relevant Deduction Amount shall be added to Excess Cash Flow for such immediately following fiscal year period,

(viii) to the extent not deducted in arriving at Consolidated Net Income, cash contributions to pension and other employee benefits plans,

(ix) to the extent not deducted in arriving at Consolidated Net Income, any cash losses from extraordinary, unusual or non-recurring items,

(x) to the extent not deducted in arriving at Consolidated Net Income, cash payments in respect of any hedging obligations,

(xi) net non-cash gains and credits to the extent included in arriving at Consolidated Net Income, plus

(d) decreases in Net Working Capital for such period (other than any such decreases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting), minus

(e) increases in Net Working Capital for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted Subsidiaries completed during such period or the application of purchase accounting).

“ Excess Cash Flow Period ” means any fiscal year of the Borrower, commencing with the first full fiscal year ended after the Closing Date.

“ Excluded Subsidiary ” means any Subsidiary of the Borrower that is (i) a Foreign Subsidiary or a Foreign Subsidiary of a Domestic Subsidiary or a CFC Holdco, (ii) an Immaterial Subsidiary, (iii) prohibited by applicable law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Person becomes a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from providing a Subsidiary Guaranty or that would require a governmental (including regulatory) or third party consent, approval, license or authorization in order to grant such Subsidiary Guaranty (to the extent that the Borrower has used commercially reasonable efforts (not involving spending money in excess of de minimis amounts) to obtain such consent, approval, license or authorization), (iv) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (v) captive insurance companies, (vi) a not-for-profit Subsidiary, (vii) a Subsidiary not wholly-owned (other than any such Subsidiary described in the parenthetical in clause (ii) of the definition of Guarantor) by the Borrower and/or one or more of its wholly owned Restricted Subsidiaries, (viii) any Unrestricted Subsidiary and (ix) a Subsidiary to the extent that the burden or cost of obtaining a Subsidiary Guaranty therefrom is excessive in relation to the benefit afforded thereby (as reasonably determined by the Administrative Agent and the Borrower).

sold or assigned an interest in any Term Loan or Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 3.07 ), any United States federal withholding Tax that is imposed on amounts payable to such Foreign Lender pursuant to a law in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01(a) , (d) Taxes attributable to such recipient’s failure to comply with Section 3.01(g) or Section 3.01(h) and (e) any United States federal withholding Taxes imposed under FATCA.

“ FCPA ” has the meaning specified in Section 5.21 .

“ 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, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Credit Suisse on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the Fee Letter, dated as of February 11, 2014 (as amended, supplemented or otherwise modified by the Joinder to Fee Letter, dated as of February 25, 2014) , among Holdings, Wells Fargo Bank, N.A., SunTrust Robinson Humphrey, Inc., SunTrust Bank, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Royal Bank of Canada, UBS AG, Stamford Branch, and UBS Securities LLC.

“ First Lien Leverage Ratio ” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the ratio of (x) Consolidated Funded First Lien Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted, (ii) cash and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender, any ABL Lender or any Second Lien Lender, and (iii) Seasonal ABL Indebtedness in an amount not to exceed $20,000,000) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4)

consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections 6.01(a) and (b) .

“ First Lien Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Term Loan or Secured Hedge Agreement ( other than Excluded Swap Obligations ), in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and costs that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding (or that would accrue but for the commencement of such proceeding), regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the First Lien Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party; provided that the First Lien Obligations shall not include Excluded Swap Obligations.

“Flood Determination Form” has the meaning specified in Section 6.12(d) .

“Flood Hazard Property” has the meaning specified in Section 6.12(d) .

“ Flood Laws ” means the National Flood Insurance Reform Act of 1994 and related legislation (including the regulations of the Board of Governors of the Federal Reserve System).

“ Foreign Disposition ” has the meaning specified in Section 2.03(b)(vi) .

“ Foreign Lender ” means any Lender that is not a United States person, as such term is defined in Section 7701(a)(30) of the Code.

“ Foreign Subsidiary ” means any Subsidiary of the Borrower which is not a Domestic Subsidiary.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year after such date.

“ GMS ” has the meaning specified in the “Preliminary Statements.”

“ Granting Lender ” has the meaning specified in Section 10.07(g) .

“ Guarantors ” means, collectively, (i) Holdings, (ii) each wholly-owned Domestic Subsidiary (which term, for purposes of this definition, shall include non-wholly-owned domestic Restricted Subsidiaries in which (x) the minority interests are held solely by management and employees of such Restricted Subsidiary and (y) the Borrower directly or indirectly owns at least 80% of the Equity Interests of such Restricted Subsidiary) of the Borrower that is a Restricted Subsidiary and is listed on Schedule I , and (iii) each other wholly-owned Domestic Subsidiary of the Borrower that is a Restricted Subsidiary that shall be required to execute and deliver a Guaranty or Guaranty supplement pursuant to Section 6.12 .

“ Guaranty ” means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.

“ Hazardous Materials ” means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, flammable, explosive or radioactive substances, and all other substances or wastes of any nature regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant to any Environmental Law.

“ Hedge Bank ” means (i) any Person that at the time it enters into a Secured Hedge Agreement, is an Agent, an ABL Agent, an Arranger, a Lender, an ABL Lender or an Affiliate of an Agent, an ABL Agent, an Arranger, a Lender or an ABL Lender or (ii) any Person that is, as of the Closing Date, an Agent, an ABL Agent, an Arranger, a Lender, an ABL Lender or an Affiliate of an Agent, an ABL Agent, an Arranger, a Lender or an ABL Lender and a party to a Secured Hedge Agreement, in each case, in its capacity as a party to such Secured Hedge Agreement. For the avoidance of doubt, such Person shall continue to be a Hedge Bank with respect to the applicable Secured Hedge Agreement even if it ceases to be an Agent, an ABL Agent, an Arranger, a Lender or an ABL Lender or an Affiliate of an Agent, an ABL Agent, an Arranger, a Lender or an ABL Lender after the date on which it entered into such Secured Hedge Agreement.

“ Holdings ” has the meaning specified in the introductory paragraph to this Agreement.

“ Holdings Guaranty ” means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1 .

“ Immaterial Subsidiary ” means each Restricted Subsidiary designated as such by the Borrower to the Administrative Agent and the Collateral Agent in writing that meets all of the following criteria calculated on the Pro Forma Basis by reference to the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a) : (a) the aggregate gross assets (excluding goodwill) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 5% of the Consolidated Total Assets of the Restricted Group as of such date; (b) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an

amount equal to 5% of the Consolidated EBITDA of the Restricted Group for such period ; (c) the aggregate gross assets (excluding goodwill) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 10% of the Consolidated Total Assets of the Restricted Group as of such date; and (d) the aggregate of the earnings before interest, tax, depreciation and amortization (calculated on the same basis as Consolidated EBITDA) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not exceed an amount equal to 10% of the Consolidated EBITDA of the Restricted Group for such period; provided that if, at any time after the delivery of such financial statements, (i) with respect to any Restricted Subsidiary designated as an Immaterial Subsidiary at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (a) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (b) or (ii) with respect to all Restricted Subsidiaries designated as Immaterial Subsidiaries at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (c) or the aggregate of the earnings before interest, tax, depreciation and amortization of such Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (d) , then the Borrower shall, not later than thirty (30) days after the date by which financial statements for the fiscal quarter or the fiscal year, as applicable, in which such excess occurs must be delivered (or such longer period as the Administrative Agent may agree in its reasonable discretion), (A) notify the Administrative Agent and the Collateral Agent in writing that one or more of such Restricted Subsidiaries no longer constitutes an Immaterial Subsidiary and (B) comply with the provisions of Section 6.12 applicable to such Subsidiary. All Immaterial Subsidiaries as of the Closing Date are set forth on Schedule II .

“ Incremental First Lien Lender ” has the meaning specified in Section 2.12(c) .

“ Incremental First Lien Term Commitment ” has the meaning specified in Section 2.12(a) .

“ Incremental First Lien Term Commitments Amendment ” has the meaning specified in Section 2.12(d) .

“ Incremental First Lien Term Commitments Eff ective Date ” has the meaning specified in Section 2.12(e) .

“ Incremental First Lien Term Facilities ” has the meaning specified in Section 2.12(a) .

“ Incremental First Lien Term Loan Tranche ” has the meaning specified in Section 2.12(a) .

“ Incremental First Lien Term Loans ” has the meaning specified in Section 2.12(a) .

“ Incremental Second Lien Term Loans ” has the meaning specified in the Second Lien Credit Agreement.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all letters of credit (including standby and commercial), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments issued or created by or for the account of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (z) expenses accrued in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning set forth in Section 10.05 .

“ Indemnified Taxes ” means Taxes other than Excluded Taxes and Other Taxes.

“ Indemnitees ” has the meaning set forth in Section 10.05 .

“ Ineligible Assignee ” has the meaning specified in Section 10.07(b) .

“ Information ” has the meaning specified in Section 10.08 .

“ Initial Lenders ” means Credit Suisse, Royal Bank of Canada, and UBS.

“ Initial Mortgaged Properties ” means the properties listed on Schedule 6.14 .

“ Intellectual Property Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Intercompany Note ” means a promissory note substantially in the form of Exhibit P evidencing Indebtedness owed among the Loan Parties and their respective Subsidiaries.

“ Intercreditor Agreements ” means the ABL/Term Intercreditor Agreement and the Term Intercreditor Agreement.

“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Term Loan and the Maturity Date of the applicable Class of Term Loans under the Term Facility; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each January, April, July and October and the Maturity Date of the applicable Class of Term Loans under the Term Facility.

“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by all Lenders, twelve months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such

Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period 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 calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the applicable Class of Term Loans under the Term Facility.

“ Investors ” has the meaning specified in the definition of the “Transactions.”

“ IP Rights ” has the meaning set forth in Section 5.16 .

“ IRS ” means the United States Internal Revenue Service.

“ Joint Venture ” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of its Subsidiaries, and (b) any Person in whom the Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.

“ Junior Financing ” has the meaning specified in Section 7.13 .

“ Junior Financing Documentation ” means the Second Lien Loan Documents and any documentation governing any other Junior Financing.

“ Latest Maturity Date ” means, at any date of determination, the latest maturity date applicable to any Class of Term Loans or Term Commitments at such time, including, for the avoidance of doubt, the latest maturity date of any Class of Term Loans or Incremental First Lien Term Loans established pursuant to any Incremental First Lien Term Commitments Amendment, in each case as extended from time to time in accordance with this Agreement (including pursuant to any Permitted Amendment in accordance with Section 10.01 ).

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lender ” has the meaning specified in the introductory paragraph to this Agreement.

“ Lender Participation Notice ” has the meaning specified in Section 2.03(a)(iii)(C) .

“ Loan Documents ” means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) any Incremental First Lien Term Commitments Amendment and (vii) any Loan Modification Agreement and (b) for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) any Incremental First Lien Term Commitments Amendment, (vii) any Loan Modification Agreement, and (viii) each Secured Hedge Agreement.

“ Loan Modification Accepting Lender ” has the meaning specified in Section 10.01(B) .

“ Loan Modification Agreement ” has the meaning specified in Section 10.01(B) .

“ Loan Modification Offer ” has the meaning specified in Section 10.01(B) .

“ Loan Parties ” means, collectively, the Borrower and each Guarantor.

“ London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

“ London Time ” means Greenwich Mean Time or British Summer Time, as applicable.

“ Master Agreement ” has the meaning specified in the definition of “Swap Contract”.

“ Material Adverse Effect ” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Agents or the Lenders under any Loan Document.

“ Material Real Property ” means any parcel of real property (other than a parcel with a fair market value of less than $2,500,000) owned in fee by the Borrower or a Guarantor.

“ Maturity Date ” means: the earliest of (i) April 1, 2021, (ii) the date of termination in whole of the Term Commitments pursuant to Section 2.04(a) prior to any Term Borrowing and (iii) the date that the Term Loans are declared due and payable pursuant to Section 8.02 .

“ Maximum Rate ” has the meaning specified in Section 10.10 .

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgage Policies ” has the meaning specified in Section 6.14(b)(ii) .

“ Narrative Report ” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of the Borrower and its Subsidiaries in the form prepared for presentation to senior management of the Borrower for the

fiscal quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial statements relate.

“ Net Cash Proceeds ” means:

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event received by or paid to or for the account of the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and that is repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith), (C) income taxes reasonably estimated to be actually payable as a result of any gain recognized in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. It being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) of the preceding sentence or, if such liabilities have not been satisfied in cash and such reserve not reversed within three hundred and sixty-five (365) days after such Disposition or Casualty Event, the amount of such reserve;

(b) with respect to the issuance of any Equity Interest by the Borrower or any Restricted Subsidiary, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such issuance over (i) the investment banking fees, underwriting discounts and commissions, and other out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such issuance; and

(c) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts and commissions, taxes reasonably estimated to be actually

payable and other out-of-pocket expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ Net Working Capital ” means, with respect to any Person and its Restricted Subsidiaries on a consolidated basis, Consolidated Current Assets minus Consolidated Current Liabilities.

“ New York Time ” means Eastern Standard Time or Eastern Daylight Time, as applicable.

“ NFIP ” has the meaning specified in Section 6.12(d) .

“ No Undisclosed Information Representation ” by a Person means a representation that such Person is not in possession of any material non-public information with respect to Holdings, the Borrower, their respective Subsidiaries or their respective securities.

“ Non-Consenting Lender ” has the meaning specified in Section 3.07(d) .

“ Non-Debt Fund Affiliate ” means any Affiliate of the Sponsor other than (i) Holdings, (ii) any Subsidiary of Holdings, (iii) any Debt Fund Affiliate and (iv) any natural person.

“ Note ” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C hereto, evidencing the indebtedness of the Borrower to such Term Lender resulting from the Term Loans made or held by such Term Lender.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Offered Loans ” has the meaning specified in Section 2.03(a)(iii)(C) .

“ OID ” has the meaning specified in Section 2.12(b) .

“ Original Designation ” has the meaning specified in the definition of “Cumulative Credit.”

“ Original Investment ” has the meaning specified in the definition of “Cumulative Credit.”

“ Other Equity ” has the meaning specified in the definition of the “Transactions.”

“ Outstanding Amount ” means with respect to the Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, as the case may be, occurring on such date.

“ Participant ” has the meaning specified in Section 10.07(d) .

“ Participant Register ” has the meaning set forth in Section 10.07(k) .

“ PATRIOT Act ” has the meaning specified in Section 10.21 .

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Permits ” has the meaning specified in Section 5.01 .

“ Permitted Acquisition ” has the meaning specified in Section 7.02(i) .

“ Permitted Amendments ” has the meaning specified in Section 10.01(B) .

“ Permitted Encumbrances ” means any Liens or other encumbrances on any Mortgaged Property permitted under the applicable Mortgage Policy.

“ Permitted Equity ” has the meaning specified in the definition of the “Transactions.”

“ Permitted Equity Issuance ” means (a) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of Holdings the proceeds of which are contributed to the common equity of the Borrower, (b) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of the Borrower to Holdings or (c) any capital contribution to the Borrower.

“ Permitted Other First Lien Indebtedness ” means Indebtedness, that is either unsecured or secured by Permitted Other Indebtedness Liens, and the aggregate principal amount of which, together with the aggregate principal amount of (i) all increases in the Term Facility incurred and outstanding in reliance on Section 2.12(a)(x) , (ii) all increases in the Second Lien Loans incurred and outstanding in reliance on Section 2.12(a)(x) of the Second Lien Credit Agreement and (iii) all Permitted Other Second Lien Indebtedness incurred in reliance on clause (x) of the definition thereof, does not exceed the sum of (x) $100,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof cause the First Lien Leverage Ratio (without netting the cash and Cash Equivalent constituting proceeds of the applicable Permitted Other First Lien Indebtedness) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent to exceed (I) 4.20:1.00 or (II) if such Permitted Other Indebtedness is incurred to finance a Permitted Acquisition, the First Lien Leverage Ratio immediately preceding the incurrence of such Incremental First Lien Term Facility and consummation of such Permitted Acquisition (it being understood and agreed that the Borrower may incur such Indebtedness under either clause (x) or (y) in such order as it may elect in its sole discretion); provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date of all Classes of Term Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to clause (B) below); (B) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Term Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans; (C) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (C) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) immediately before and immediately after giving

effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; and (E) the agent, trustee or other representative of the holders of such Indebtedness, acting on behalf of such holders, shall be party to the Intercreditor Agreements or other customary intercreditor agreements that are reasonably satisfactory to the Administrative Agent and the ABL Administrative Agent.

“ Permitted Other Indebtedness ” means Permitted Other First Lien Indebtedness and Permitted Other Second Lien Indebtedness.

“ Permitted Other Indebtedness Liens ” means Liens on the Collateral that secure Permitted Other Indebtedness and, in the case of any such Liens on the Term Priority Collateral, that are pari passu with or junior to the Liens on the Term Priority Collateral securing the First Lien Obligations, provided that (w) all such Liens on the Term Priority Collateral securing any Permitted Other Second Lien Indebtedness must be junior to the Liens securing the First Lien Obligations, (x) all such Liens on the Term Priority Collateral that are junior to the Liens on the Term Priority Collateral securing the First Lien Obligations will be pari passu with, or junior to, the Liens on the Term Priority Collateral securing the Second Lien Obligations, (y) such Liens are granted under security documents to a collateral agent for the benefit of the holders of the Permitted Other Indebtedness and subject to the Intercreditor Agreements or other customary intercreditor agreements that are reasonably satisfactory to the Administrative Agent, the ABL Administrative Agent, the Second Lien Administrative Agent, the Collateral Agent, the ABL Collateral Agent, and the Second Lien Collateral Agent, and that are entered into among the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and for the senior, junior or pari passu treatment of such Liens with the Liens securing, as applicable, the First Lien Obligations, the ABL Obligations or Second Lien Obligations and (z) all such Liens on the ABL Priority Collateral shall be (i) junior to the Liens on the ABL Priority Collateral securing the ABL Obligations, (ii) pari passu with, or junior to, the Liens on the ABL Priority Collateral securing the First Lien Obligations and (iii) pari passu with, or junior to, the Liens on the ABL Priority Collateral securing the Second Lien Obligations.

“ Permitted Other Second Lien Indebtedness ” means Indebtedness, that is either unsecured or secured by Permitted Other Indebtedness Liens, and the aggregate principal amount of which, together with the aggregate principal amount of (i) all increases in the Second Lien Loans incurred and outstanding in reliance on Section 2.12(a)(x) of the Second Lien Credit Agreement, (ii) all Incremental First Lien Term Commitments incurred and outstanding in reliance on Section 2.12(a)(x) of this Agreement (assuming the full funding thereof) and (iii) all Permitted Other First Lien Indebtedness (assuming the full funding thereof) incurred in reliance on clause (x) of the definition thereof, does not exceed the sum of (x) $100,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof cause the Secured Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Permitted Other Second Lien Indebtedness) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Second Lien Administrative Agent to exceed (I) 6.00:1.00 or (II) if the Permitted Other Second Lien Indebtedness is incurred to finance a Permitted Acquisition, the Secured Leverage Ratio immediately preceding the incurrence of such Incremental First Lien Term Facility and consummation of such Permitted Acquisition (it being understood and agreed

that the Borrower may incur such Indebtedness under either clause (x) or (y) in such order as it may elect in its sole discretion); provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date (as defined in the Second Lien Credit Agreement) of all Second Lien Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (B) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Second Lien Loans then in effect (and, if for any reason there are no Second Lien Loans outstanding, not shorter than the Latest Maturity Date of all First Lien Loans) and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Second Lien Loans; (C) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to the Borrower and its Restricted Subsidiaries than those set forth in the Second Lien Credit Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (C) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (D) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; and (E) the agent, trustee or other representative of the holders of such Indebtedness, acting on behalf of such holders, shall be party to the Intercreditor Agreements or other customary intercreditor agreements that are reasonably satisfactory to the Administrative Agent, the ABL Administrative Agent and the Second Lien Administrative Agent.

“ Permitted Ratio Debt ” means unsecured Indebtedness in the form of notes or loans under credit agreements, indentures or other similar agreements or instruments; provided that: (A) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety one (91) days after the Latest Maturity Date of all Classes of Term Loans then in effect (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (B) the covenants, events of default, Guarantees and other terms of such Indebtedness are customary for similar Indebtedness in light of then-prevailing market conditions and in any event, when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (B) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (C) if such Indebtedness is subordinated, the Term Facility has been designated as “Designated Senior Debt” or its

equivalent in respect of such Indebtedness; (D) in the case of any such Indebtedness of the Borrower or any Restricted Subsidiary owed to the seller of any property acquired in a Permitted Acquisition, such Indebtedness is expressly subordinated to the prior payment in full in cash of the First Lien Obligations on terms and conditions that are reasonably acceptable to the Administrative Agent; (E) immediately before and immediately after giving Pro Forma Effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; and (F) immediately after giving effect to the incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with a maximum Total Leverage Ratio of 7.00:1.00, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Indebtedness had been incurred as of the first day of the fiscal period covered thereby and evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail.

“ Permitted Refinancing ” means, with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement or extension of such Indebtedness; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to accrued and unpaid interest, unpaid reasonable premium thereon and reasonable fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder; (ii) such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iii) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the First Lien Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the First Lien Obligations on terms as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iv) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced or extended Indebtedness are, (A) either (x) customary for similar debt in light of then-prevailing market conditions (it being understood that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based) or (y) not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and (B) when taken as a whole (other than interest rate and redemption premiums), are not more restrictive to the Borrower and the Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in the foregoing clause (iv) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (v) such

modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; and (vi) at the time thereof, no Default or Event of Default shall have occurred and be continuing.

“ Permitted Surviving Debt ” has the meaning specified in the definition of the “Transactions.”

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“ Platform ” has the meaning specified in Section 6.02 .

“ Pledged Debt ” has the meaning specified in the Security Agreement.

“ Pledged Interests ” has the meaning specified in the Security Agreement.

“ Prepayment Amount ” has the meaning specified in Section 2.03(c) .

“ Prepayment Date ” has the meaning specified in Section 2.03(c) .

“ Prime Rate ” means the rate of interest per annum determined from time to time by Credit Suisse (or any successor to Credit Suisse in its capacity as Administrative Agent) as its prime commercial lending rate in effect at its principal office in New York City and notified to the Borrower. Each change in the Prime Rate shall be effective as of the opening of business on the date such change is announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Private Lenders ” has the meaning specified in Section 6.02 .

“ Pro Forma Basis ”, “ Pro Forma Compliance ” and “ Pro Forma Effect ” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant: (a) income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or substantially all of the Equity Interests in a Person, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if

such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“ Pro Rata Share ” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place, and subject to adjustment as provided in Section 2.13 ), the numerator of which is the amount of the Term Commitments of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time; provided , that if the commitment of each Lender to make Term Loans has been terminated pursuant to Section 8.02 , then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Productive Asset ” means any real estate, building and equipment that is to be used by the Borrower or a Restricted Subsidiary in connection with providing services to a third party pursuant to a written contract, the benefits of which the Borrower believes in good faith warrant the incurrence of the Attributable Indebtedness described in Section 7.03(e)(ii) incurred to finance all or any part of such Productive Asset.

“ Proposed Discounted Prepayment Amount ” has the meaning specified in Section 2.03(a)(iii)(B) .

“ Public Lender ” has the meaning specified in Section 6.02 .

“ Qualified ECP Borrower ” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the grant of the relevant security interest becomes effective with respect to such Swap 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.

“ Qualifying Lenders ” has the meaning specified in Section 2.03(a)(iii)(D) .

“ Qualifying Loans ” has the meaning specified in Section 2.03(a)(iii)(D) .

“ Reduction Amount ” has the meaning set forth in the definition of “Cumulative Credit.”

“ Refinancing ” has the meaning specified in the definition of the “Transactions.”

“ Register ” has the meaning set forth in Section 10.07(c) .

“ Relevant Transaction ” has the meaning specified in Section 2.03(b)(ii) .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“ Repricing Transaction ” means any refinancing, replacement or repricing, in whole or in part, of any of the Term Loans under this Agreement, directly or indirectly, (x) from, or in anticipation of, the receipt of proceeds of any Indebtedness (including, without limitation, any Incremental First Lien Term Loans or any new or additional loans under this Agreement), or (y) pursuant to any amendment to this Agreement, in any case, having or resulting in a weighted average yield (to be determined by the Administrative Agent, after giving effect to margins, interest rate floors, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof generally and in their capacity as lenders or holders) as of the date of such refinancing that is, or could be by the express terms of such Indebtedness (and not by virtue of any fluctuation in the Eurodollar Rate or Base Rate), less than the weighted average yield of (to be determined by the Administrative Agent, on the same basis as above) such Term Loans immediately prior to such refinancing, replacement or repricing, excluding in each case any refinancing, replacement or repricing of Term Loans in connection with a Change of Control transaction or any Permitted Acquisition for an aggregate consideration in excess of $300,000,000.

“ Request for Credit Extension ” means with respect to a Term Borrowing, conversion or continuation of Term Loans, a Committed Loan Notice.

“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings and (b) aggregate unused Term Commitments; provided that the unused Term Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Restricted ” means, when referring to cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries, that such cash or Cash Equivalents (a) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or such Restricted Subsidiary (unless such appearance is related to the Collateral Documents (or the Liens created thereunder)) or (b) are subject to any Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(b) , 7.01(i) , 7.01(o) , 7.01(p) , 7.01(v) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents), 7.01(w) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents), 7.01(ee) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents) and 7.01(ff) (but only to the extent the First Lien Obligations are secured by such cash and Cash Equivalents)) in favor of any Person other than the Collateral Agent, any Lender, the ABL Collateral Agent, the Second Lien Collateral Agent, any Second Lien Lender, or any ABL Lender.

“ Restricted Group ” means the Borrower and its Restricted Subsidiaries.

“ Restricted Proceeds ” has the meaning specified in Section 2.03(b)(vi) .

“ Restricted Subsidiary ” means any Subsidiary of the Borrower that is not an Unrestricted Subsidiary.

“ S&P ” means Standard & Poor’s Financial Services LLC, a part of McGraw-Hill Financial, and any successor thereto.

by such Administrative Agent that has been nominated by such an entity as an authorized information vendor for the purpose of displaying such rates ) Interest Settlement Rate for Dollars for the relevant Interest Period. If the Intercontinental Exchange Benchmark Administration Ltd. (or any successor thereto) ceases to establish such rate, the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate.

“ Seasonal ABL Indebtedness ” means, as of the last day of any fiscal quarter, Indebtedness outstanding under the ABL Facility used to finance seasonal working capital needs of the Borrower and its Restricted Subsidiaries (as reasonably determined by the Borrower in good faith) as of such day.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Second Lien Administrative Agent ” means the “Administrative Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Cap ” means (a) the sum of (x) $260,000,000 plus (y) such additional amount that would not, after giving effect on a Pro Forma Basis to the incurrence thereof cause the Secured Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Second Lien Obligations) as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Second Lien Administrative Agent to exceed 6.00:1.00, minus (b) the sum of (i) all Permitted Other Second Lien Indebtedness incurred in reliance on clause (x) of the definition thereof, (ii) all Incremental First Lien Term Commitments incurred and outstanding in reliance on Section 2.12(a)(x) of this Agreement (assuming the full funding thereof) and (iii) all Permitted Other First Lien Indebtedness (assuming the full funding thereof) incurred in reliance on clause (x) of the definition thereof.

“ Second Lien Collateral Agent ” means the “Collateral Agent” as defined in the Second Lien Credit Agreement.

“ Second Lien Credit Agreement ” means the Second Lien Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with its terms and with the Intercreditor Agreements), among Holdings, the Borrower, the Second Lien Lenders, the Second Lien Administrative Agent and the Second Lien Collateral Agent, including any replacement thereof entered into in connection with one or more refinancings thereof permitted hereunder (so long as the documents governing such replacement constitute “Term Debt Documents” for purposes of the ABL/Term Intercreditor Agreement).

“ Second Lien Lender ” means any “Lender” as defined in the Second Lien Credit Agreement.

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement and the other “Loan Documents” as defined in the Second Lien Credit Agreement.

“ Second Lien Loans ” means the “Loans” as defined in the Second Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental Second Lien Loans.

“ Second Lien Obligations ” means the “Second Lien Obligations” as defined in the Second Lien Credit Agreement.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank and for which (a) written notice substantially in the form of Exhibit O has been delivered by the Loan Party or the Hedge Bank to the Administrative Agent and the Collateral Agent, which (i) specifies that such Swap Contract is intended to be secured on a pari passu basis with the other First Lien Obligations and is a Secured Hedge Agreement, and (ii) acknowledges and accepts Hedge Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto, and (b) the Loan Party and/or Hedge Bank provides to the Administrative Agent and the Collateral Agent such supporting documentation as the Administrative Agent or the Collateral Agent may reasonably request.

“ Secured Leverage Ratio ” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the ratio of (x) Consolidated Funded Secured Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted, (ii) cash and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender, any ABL Lender or any Second Lien Lender, and (iii) Seasonal ABL Indebtedness in an amount not to exceed $20,000,000) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered.

“ Secured Obligations ” has the meaning specified in the Security Agreement.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.01(b) .

“ Security Agreement Supplement ” has the meaning specified in the Security Agreement.

“ Seller ” has the meaning specified in the “Preliminary Statements.”

“ SPC ” has the meaning specified in Section 10.07(g) .

“ Specified Affiliate Indebtedness ” has the meaning specified in Section 7.03(r) .

“ Specified Refinancing Debt ” means Indebtedness that is either unsecured or secured by Specified Refinancing Liens, provided that: (A) an amount equal to the principal amount of such Indebtedness is applied concurrently with the incurrence thereof to prepay the Term Loans pursuant to Section 2.03(b)(iii) or any previously incurred Specified Refinancing Debt; (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date of all Classes of Term Loans then in effect (other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss, customary acceleration rights after an event of default and, with respect to such Indebtedness incurred in the form of loans, customary amortization payments, subject to clause (C) below); (C) the maturity date of such Indebtedness shall not be shorter than the Latest Maturity Date of all Classes of Term Loans then in effect and, with respect to such Indebtedness incurred in the form of loans, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the then outstanding Term Loans; (D) the covenants, events of default, Guarantees, collateral and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (D) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (E) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing; (F) there shall be no borrowers or guarantors in respect of such Indebtedness that are not the Borrower or a Guarantor, and the borrower with respect to such Indebtedness shall be the borrower of the Indebtedness being refinanced; (G) if secured, such Indebtedness shall not be secured by any assets that do not constitute Collateral; and (H) the terms relating to

the holding of loans under such Indebtedness by an Affiliated Lender shall be no less restrictive to such Affiliated Lender than those in Sections 10.01 and 10.07 .

“ Specified Refinancing Liens ” means Liens on the Collateral that secure Specified Refinancing Debt and, in the case of any such Liens on the Term Priority Collateral, that are junior to, or pari passu with, the Liens on the Term Priority Collateral securing the First Lien Obligations, provided that (x) such Liens are granted under security documents to a collateral agent for the benefit of the holders of such Specified Refinancing Debt that are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than the Collateral Documents ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the security documents with respect to such Specified Refinancing Debt or drafts of such security documents, stating that the Borrower has determined in good faith that such security documents satisfy the requirement set forth in the first proviso above, shall be conclusive evidence that such security documents satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period) and are subject to the Intercreditor Agreements or an intercreditor agreement that is reasonably satisfactory to the Administrative Agent and the Collateral Agent and that is entered into among the Collateral Agent, such other collateral agent and the Loan Parties and which provides for lien sharing and for the junior or pari passu treatment, as the case may be, of such Liens with and relative to the Liens securing the First Lien Obligations and (y) all such Liens on the ABL Priority Collateral shall be junior to the Liens on the ABL Priority Collateral securing the ABL Obligations, and pari passu with, or junior to, the Liens on the ABL Priority Collateral securing the First Lien Obligations.

“ Specified Representations ” means those representations made in Sections 5.01(a) and (b)(ii), 5.02(a) , 5.04 , 5.13 , 5.17 (as evidenced by the certificate delivered pursuant to Section 4.01(a)(xii) ), 5.19 (subject to the last paragraph of Section 4.01 ), 5.20 , 5.21 , and 5.22 .

“ Specified Second Lien Refinancing Debt ” means, “Specified Refinancing Debt” (as defined in the Second Lien Credit Agreement).

“ Specified Second Lien Refinancing Liens ” means, to the extent permitted by the Intercreditor Agreements, “Specified Refinancing Liens” (as defined in the Second Lien Credit Agreement).

“ Specified Transaction ” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of initiative not in the ordinary course of business and described in reasonable detail in the officer’s certificate of the Borrower.

“ Sponsor ” means AEA.

“ Subject Acquisition Agreement ” has the meaning specified in Section 2.12(f) .

“ Subsidiary Guarantor ” means, collectively, the Restricted Subsidiaries of the Borrower that are Guarantors.

“ Supplemental Administrative Agent ” has the meaning specified in Section 9.14(a) and “ Supplemental Administrative Agents ” shall have the corresponding meaning.

“ Target ” means GMS and its Subsidiaries.

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01 .

“ Term Commitment ” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 2.01 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term Commitments of all Term Lenders shall be $390,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Term Facility ” means, at any time, (a) prior to the Closing Date, the aggregate Term Commitments of all Term Lenders at such time, and (b) thereafter, the aggregate Term Loans of all Term Lenders at such time.

“ Term Intercreditor Agreement ” means the First Lien/Second Lien Intercreditor Agreement substantially in the form of Exhibit Q, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof), among the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent.

“ Term Lender ” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time.

“ Term Loan ” means an advance made by any Term Lender under the Term Facility.

“ Term Priority Collateral ” has the meaning specified in the ABL/Term Intercreditor Agreement.

“ Threshold Amount ” means $20,000,000.

“ Total Leverage Ratio ” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, as of any date, the ratio of (x) Consolidated Funded Indebtedness (net of (i) cash and Cash Equivalents on hand that are not Restricted, (ii) cash and Cash Equivalents restricted in favor of, without duplication, the Administrative Agent, the Collateral Agent, the ABL Collateral Agent, the ABL Administrative Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender, any ABL Lender, or any Second Lien Lender, and (iii) Seasonal ABL Indebtedness in an amount not to exceed $20,000,000) of the Borrower and its Restricted Subsidiaries on the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) to (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended four (4) consecutive fiscal quarter period ending on or prior to such date for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Sections 6.01(a) and (b) .

“ Total Outstandings ” means the aggregate Outstanding Amount of all Term Loans.

“ Transaction Costs ” has the meaning specified in the definition of the “Transactions”.

“ Transactions ” means the acquisition of the Target by the Borrower and associated funds and certain other investors (collectively, the “ Investors ”), together with each of the following transactions consummated or to be consummated in connection therewith:

(a) The Acquisition.

(b) Equity contributions in the form of common equity (“ Permitted Equity ”) being made in cash directly or indirectly to Holdings (which shall be contributed in cash by Holdings to the Borrower in the form of common equity) by the Investors (the “ Equity Contribution ”), in an aggregate amount that, when taken together with all Permitted Equity rolled over or directly or indirectly invested in Permitted Equity of Holdings and all Permitted Equity of Holdings, the Borrower, or the Guarantors issued to, or otherwise directly or indirectly held or acquired by, any existing shareholders and management of the Target (the “ Other Equity ”) will be not less than 25% of the sum of (i) the aggregate principal amount of the Term Facility made available on the Closing Date, (ii) the aggregate principal amount of Second Lien Loans borrowed on the Closing Date, (iii) the aggregate principal amount of ABL Loans borrowed on the Closing Date, (iv) the aggregate amount of existing Indebtedness of Holdings and its Subsidiaries not subject to the Refinancing (as defined below), (v) the Equity Contribution and (vi) the Other Equity.

(c) Substantially all existing Indebtedness for borrowed money of the Target, other than intercompany indebtedness and existing capital leases, other Indebtedness permitted to exist beyond the Closing Date under the Acquisition Agreement and certain limited indebtedness that the Arrangers and Holdings reasonably agree may remain outstanding after the Closing Date (collectively, the “ Permitted Surviving Debt ”), will be refinanced by the Term Loans made on the Closing Date, the Second Lien Loans made on the Closing Date, and the ABL Facility, terminated or discharged and satisfied and all liens securing any such indebtedness will be released (the “ Refinancing ”) at the closing of the Acquisition. For the avoidance of doubt, letters of credit outstanding on the Closing Date no longer available to the Target may be backstopped or replaced by letters of credit issued under the ABL Facility on the Closing Date.

(d) The Borrower obtaining the Term Facility.

(e) The Borrower obtaining the ABL Facility in an aggregate principal amount of $200,000,000.

(f) The Borrower obtaining the Second Lien Loans in an aggregate principal amount of $160,000,000.

(g) All fees, premiums and expenses incurred in connection with the Transactions (the “ Transaction Costs ”) being paid.

“ Type ” means, with respect to a Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“ UBS ” means UBS AG, Stamford Branch acting through such of its affiliates or branches as it deems appropriate, and its successors.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unrestricted Subsidiary ” means (1) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent and the Collateral Agent; provided that the Borrower shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Restricted Subsidiaries) through Investments as permitted by, and in compliance with, Section 7.02 and t he designation of such Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of the Borrower’s (as applicable) Investment therein , (c) without duplication of clause (b) , any assets owned by such Unrestricted

Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 7.02 , (d) such Subsidiary shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under the ABL Facility, Second Lien Credit Agreement and any then outstanding Specified Second Lien Refinancing Debt, (e) no Subsidiary may be designated as an Unrestricted Subsidiary if such Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Borrower or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated and (f) the Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (a) through (e) , and (2) any subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “ Subsidiary Redesignation ”); provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.03 on the date of such Subsidiary Redesignation, (iii) any Liens on the property or assets of such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.01 on the date of such Subsidiary Redesignation and (iv) the Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii) . Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary. As of the Closing Date, all Subsidiaries of the Borrower are Restricted Subsidiaries.

“ Withholding Agent ” means the Borrower, any Loan Party, or the Administrative Agent, as applicable.

“ Yield Differential ” has the meaning specified in Section 2.12(b)(iii) .

1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “ herein ,” “ hereto ,” “ hereof ” and “ hereunder ” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms .

(b) If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or the application thereof.

(c) Notwithstanding anything to the contrary in this Section 1.03 , any obligation of a Person under a lease that is not (or would not be) required to be classified and accounted for as a Capitalized Lease or Attributable Indebtedness on a balance sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capitalized Lease or Attributable Indebtedness as a result of the adoption of changes in GAAP or changes in the application of GAAP.

1.04 Rounding . Any financial ratios required to be maintained by the Borrower 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 is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 References to Agreements and Laws . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to 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 this Agreement or the Intercreditor Agreements; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to New York Time.

1.07 Timing of Payment or Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as specifically provided in Section 2.10 or as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.08 Currency Equivalents Generally . Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by Credit Suisse at the close of business on the Business Day immediately preceding any date of determination thereof, to prime banks in New York, New York for the spot purchase in the New York foreign exchange market of such amount in Dollars with such other currency.

1.09 Pro Forma Calculations . Notwithstanding anything to the contrary herein, the First Lien Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated (including, but not limited to, for purposes of Section 2.12 ) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the Total Leverage Ratio for purposes of determining the applicable percentage of Excess Cash Flow set forth in Section 2.03 , the events described in the definition of Pro Forma Basis (and

corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect .

1.10 Basket Calculations . If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result of either (x) fluctuations to Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time such baskets were calculated for any purpose under Article VII , such baskets will not be deemed to have been exceeded solely as a result of such fluctuations; provided that, for the avoidance of doubt, the provisions of Section 1.09 shall otherwise apply to such baskets, including with respect to determining whether any Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.13 may be incurred or made at any time under Article VII ; provided , further , that, once incurred or made, the amount of such Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.13 shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.

1.11 Classification of Term Loans and Term Borrowings . For purposes of this Agreement, Term Loans may be classified and referred to by Class or by Type (e.g., a “ Eurodollar Rate Loan ”). Term Borrowings also may be classified and referred to by Class or by Type (e.g., a “ Eurodollar Term Borrowing ”).

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Term Loans . Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single term loan denominated in Dollars to the Borrower on the Closing Date in an amount not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Commitments. Amounts borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Term Borrowings, Conversions and Continuations of Term Loans .

(a) Term Loans and Incremental First Lien Term Loans . Each Term Borrowing of Term Loans or Incremental First Lien Term Loans, each conversion of Term Loans or Incremental First Lien Term Loans from a Base Rate Loan to a Eurodollar Rate Loan (or vice versa) and each continuation of Eurodollar Rate Term Loans or Eurodollar Rate Incremental First Lien Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may initially be given by telephone and promptly confirmed in writing by delivering to the Administrative Agent a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, prior to the applicable time specified in the immediately succeeding sentence. Each such notice must be received by the Administrative Agent not later than (A) with respect to Term Borrowings of Term Loans on the Closing Date, 10:00 a.m. (New York time) one Business

Day prior to the Closing Date, (B) with respect to Term Borrowings of Incremental First Lien Term Loans consisting of Eurodollar Rate Loans, conversions of Term Loans or Incremental First Lien Term Loans from one Type to the other and each continuation of Eurodollar Rate Loans, 2:00 p.m. (New York Time) three (3) Business Days prior to the requested date of such Term Borrowing, conversion or continuation or (C) with respect to Term Borrowings of Incremental First Lien Term Loans consisting of Base Rate Loans, 10:00 a.m. (New York Time) on the requested date of such Term Borrowing; provided , however , that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:30 p.m. (New York Time) four (4) Business Days prior to the requested date of such Term Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:30 p.m. (New York Time) three (3) Business Days before the requested date of such Term Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Term Borrowing of, or conversion to, Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (1) whether the Borrower is requesting a Term Borrowing of Term Loans or Incremental First Lien Term Loans, a conversion of Term Loans or Incremental First Lien Term Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (2) the requested date of such Term Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (3) the principal amount of Term Loans or Incremental First Lien Term Loans to be borrowed, converted or continued, (4) the Type of Term Loans or Incremental First Lien Term Loans to be borrowed or to which existing Term Loans or Incremental First Lien Term Loans are to be converted and (5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan or Incremental First Lien Term Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Incremental First Lien Term Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Term Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Term Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . Each Lender shall make the amount of its Term Loan or Incremental First Lien Term Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office

not later than 12:00 noon (New York Time) on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Term Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower .

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due under Section 3.05 in connection therewith. During the existence of an Event of Default, no Term Loans may be converted to or continued as Eurodollar Rate Loans and the Required Lenders or the Administrative Agent acting with the consent of the Required Lenders may demand that any or all of the then outstanding Term Loans be prepaid and/or any or all of the then outstanding Eurodollar Rate Loans be converted into Base Rate Loans, in each case on the last day of the then current Interest Period with respect thereto or such other day as the Required Lenders may demand.

(d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate and the Screen Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the announcement of such change.

(e) After giving effect to all Term Borrowings or all conversions of Term Loans from one Type to the other, and all continuations to Term Loans of the same Type, there shall not be more than five (5) Interest Periods in effect.

(f) The failure of any Lender to make the Term Loan to be made by it as part of any Term Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Term Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Term Borrowing.

2.03 Prepayments .

(a) Optional .

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or Incremental First Lien Term Loans in whole or in part without premium or penalty (subject to Section 2.03(d) ); provided that (a) such notice must be received by the Administrative Agent not later than 2:00 p.m. (New York Time), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to the date of prepayment of Base Rate Loans; (b) any prepayment of Eurodollar Rate Loans

shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of the Term Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13 , each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections 2.05(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.03(a)(i) shall be subject to Section 2.03(d) .

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of the Term Facility, which refinancing shall not be consummated or shall otherwise be delayed.

(iii) Voluntary Non-Pro-Rata Prepayments .

(A) Notwithstanding anything to the contrary herein, any Borrower Purchasing Party shall have the right at any time and from time to time to prepay any Class of Term Loans at a discount to the par value of such Term Loans and on a non pro rata basis (each, a “ Discounted Voluntary Prepayment ”) without premium or penalty (but subject to Section 3.05 ) pursuant to the procedures described in this Section 2.03(a)(iii) , provided that, on the date of any such Discounted Voluntary Prepayment, such Borrower Purchasing Party shall deliver to the Administrative Agent a certificate of a Responsible Officer stating (1) that no Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment), (2) that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.03(a)(iii) has been satisfied, (3) the aggregate principal amount of Term Loans so prepaid pursuant to such Discounted Voluntary Prepayment and (4) that such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower, or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Lenders (other than Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD,

prior to such time or (B) if not disclosed to the Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

(B) To the extent any Borrower Purchasing Party seeks to make a Discounted Voluntary Prepayment, such Borrower Purchasing Party will provide written notice to the Administrative Agent substantially in the form of Exhibit K hereto (each, a “ Discounted Prepayment Option Notice ”) that such Borrower Purchasing Party desires to prepay Term Loans in each case in an aggregate principal amount specified therein by such Borrower Purchasing Party (each, a “ Proposed Discounted Prepayment Amount ”), in each case at a discount to the par value of such Term Loans as specified below. The Proposed Discounted Prepayment Amount of Term Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount for the Term Loans, (B) a discount range (which may be a single percentage) selected by such Borrower Purchasing Party with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of Term Loans (the “ Discount Range ”); provided that such Borrower Purchasing Party may elect not to include a Discount Range in the Discounted Prepayment Option Notice and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least five (5) Business Days following the date of the Discounted Prepayment Option Notice (the “ Acceptance Date ”).

(C) Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify all Term Lenders. On or prior to the Acceptance Date, each such Term Lender may specify by written notice substantially in the form of Exhibit L hereto (each, a “ Lender Participation Notice ”) to the Administrative Agent (A) a maximum discount to par (the “ Acceptable Discount ”), which Acceptable Discount shall be within the Discount Range, if the Discount Range is specified in the Discounted Prepayment Option Notice (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Term Loans to be prepaid), and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (the “ Offered Loans ”). Based on the Acceptable Discounts and principal amounts of the Offered Loans specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent and the applicable Borrower Purchasing Party, acting jointly, shall determine the applicable discount for the Term Loans (the “ Applicable Discount ”), which Applicable Discount shall be (A) the percentage specified by such Borrower Purchasing Party if such Borrower Purchasing Party has selected a single percentage pursuant to Section 2.03(a)(iii)(B) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which such

Borrower Purchasing Party can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided , however , that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be (x) the highest Acceptable Discount within the Discount Range or (y) if no Discount Range was specified in the Discounted Prepayment Option Notice, the highest Acceptable Discount acceptable to such Borrower Purchasing Party. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Term Loans whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Term Loans at any discount to their par value within the Applicable Discount.

(D) The applicable Borrower Purchasing Party shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Lenders (“ Qualifying Lenders ”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“ Qualifying Loans ”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, such Borrower Purchasing Party shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, in each case calculated by applying the Applicable Discount, such Borrower Purchasing Party shall prepay all Qualifying Loans.

(E) Each Discounted Voluntary Prepayment shall be made within five (5) Business Days of the Acceptance Date (or such later date as the Administrative Agent and the applicable Borrower Purchasing Party shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (except as set forth in Section 3.05 ), upon irrevocable notice substantially in the form of Exhibit M hereto (each a “ Discounted Voluntary Prepayment Notice ”), delivered to the Administrative Agent no later than 12:00 noon (New York Time), one (1) Business Day prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent. Upon receipt of any Discounted Voluntary Prepayment

Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Qualifying Lenders, subject to the Applicable Discount on the applicable Term Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.

(F) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.03(a)(iii)(C) above) established by the Administrative Agent in consultation with the applicable Borrower Purchasing Party.

(G) Prior to the delivery of a Discounted Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the applicable Borrower Purchasing Party may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) any Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice.

(H) For the avoidance of doubt, each Discounted Voluntary Prepayment shall, for purposes of this Agreement, be deemed to be an automatic and immediate cancellation and extinguishment of the Term Loans prepaid. With respect to each Discounted Voluntary Prepayment, (1) the applicable Borrower Purchasing Party shall pay all accrued and unpaid interest, if any, on the par principal amount of the applicable Term Loans to the date of the Discounted Voluntary Prepayment and, if any Eurodollar Rate Loan is prepaid on a date other than the scheduled last day of the Interest Period applicable thereto, such Borrower Purchasing Party shall also pay any amounts owing pursuant to Section 3.05 and (2) such Discounted Voluntary Prepayment shall not change the scheduled amortization of the Term Loans required by Section 2.05 , except to reduce the amount outstanding and due and payable on the Maturity Date of the Class of Term Loans subject to such Discounted Voluntary Prepayment (and such reduction, for the avoidance of doubt, shall only apply, on a non-pro-rata basis, to the Term Loans that are the subject of such Discounted Voluntary Prepayment).

(iv) In connection with any voluntary prepayment of any Class of Term Loans pursuant to this Section 2.03(a) , such voluntary prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05 .

(b) Mandatory .

(i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been

delivered pursuant to Section 6.02(a), but in any event not later than one hundred and twenty-five (125) days after the end of each fiscal year of the Borrower beginning with the first full fiscal year ended after the Closing Date, the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (as may be adjusted pursuant to the proviso below) of Excess Cash Flow for the fiscal year covered by such financial statements commencing with the first full fiscal year ended after the Closing Date minus (B) the aggregate amount of voluntary principal prepayments of (x) the Term Loans pursuant to Section 2.03(a)(i) , (y) the Second Lien Loans pursuant to Section 2.03(a)(i) of the Second Lien Credit Agreement and (z) the ABL Loans pursuant to Section 2.05(a)(i) of the ABL Facility (but only to the extent accompanied by a corresponding permanent reduction in the revolving credit commitments), minus (C) the aggregate discounted amount actually paid in cash by the Borrower Purchasing Parties in connection with all Discounted Voluntary Prepayments pursuant to Section 2.03(a)(iii) and all Discounted Voluntary Prepayments (as defined in the Second Lien Credit Agreement) of the Second Lien Loans pursuant to Section 2.03(a)(iii) of the Second Lien Credit Agreement (in the case of clauses (B) and (C) , to the extent financed with internally generated funds); provided that such percentage shall be reduced to 25% or 0% if the Total Leverage Ratio as of the last day of the prior fiscal year was less than 5.50:1.00 or 5.00:1.00, respectively.

(ii) (A) If (x) the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of (i) assets comprising the ABL Priority Collateral or (ii) any property or assets by the Borrower or any of its Restricted Subsidiaries permitted by Section 7.05(a) , (b) , (c) , (d) , (e) , (f) , (h) , (i) , (j) , (k) , (l) or (n) ) or (y) any Casualty Event (other than any Casualty Event with respect to assets comprising the ABL Priority Collateral) occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of $1,000,000 (any such transaction or series of related transactions being a “ Relevant Transaction ”), then if such Relevant Transaction, together with all other Relevant Transactions occurring in the same fiscal year of the Borrower, would result in the realization or receipt by the Borrower and its Restricted Subsidiaries of aggregate Net Cash Proceeds in excess of $2,500,000, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with Section 2.03(b)(ii)(B) (which election may only be made if no Event of Default has occurred and is then continuing), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received from such Relevant Transaction within two (2) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary.

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than as specifically excluded in Section 2.03(b)(ii)(A) ), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within three hundred and sixty-five (365) days following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant

Restricted Subsidiary, as applicable, has contractually committed within 365 days following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds, 545 days following receipt of such Net Cash Proceeds); provided , however , that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.03 .

(iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Specified Refinancing Debt or any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03 , the Borrower shall prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Restricted Subsidiary .

(iv) Subject to Sections 2.12(b)(ii) and 2.13 , each prepayment of Term Loans pursuant to this Section 2.03(b) shall be applied pro rata among the Term Facility and, unless otherwise provided in the documentation governing any Incremental First Lien Term Loans, any Incremental First Lien Term Loans (or, in the case of the incurrence of Specified Refinancing Debt, to the Term Facility or an Incremental First Lien Term Facility, as designated by the Borrower, to be refinanced with the proceeds thereof and allocated among the Term Facility or such Incremental First Lien Term Facilities, as specified by the Borrower) (and within any Class of the Term Facility and the Incremental First Lien Term Loans on a pro rata basis to the applicable Lenders of such Class) and (i) in the case of the Term Facility, to the principal repayment installments thereof, in direct order of maturities, to the remaining installments of each Class of the Term Facility, or as otherwise directed by the Borrower to the remaining installments of each Class of the Term Facility, and (ii) in the case of each Incremental First Lien Term Loan Tranche, as set forth in the Incremental First Lien Term Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche; and each such prepayment shall be paid to the Term Lenders and the Incremental First Lien Lenders in accordance with their respective Pro Rata Shares.

(v) Funding Losses, Etc . All prepayments under this Section 2.03 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05 . Notwithstanding any of the other provisions of Section 2.03(b) , so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.03(b) , other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Term Loans in accordance with this Section 2.03(b) . Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to

or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Term Loans in accordance with this Section 2.03(b) .

(vi) Foreign Dispositions . Notwithstanding any other provisions of this Section 2.03 , (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (a “ Foreign Disposition ”) or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or such Excess Cash Flow so affected (any such portion being “ Restricted Proceeds ”) will not be required to be applied to repay Term Loans at the times provided in this Section 2.03(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such Restricted Proceeds is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.03(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax cost consequences with respect to such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, such Net Cash Proceeds or portion of the Excess Cash Flow, as the case may be, so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii) , on or before the date on which any such Net Cash Proceeds or portion of Excess Cash Flow, as the case may be, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.03(b) , the Borrower applies an amount equal to such Net Cash Proceeds or such portion of Excess Cash Flow, as the case may be, to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, had been received by the Borrower rather than such Foreign Subsidiary, less, in the case of such Net Cash Proceeds only, the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds had been repatriated.

(vii) If there are no Declining Lenders pursuant to Section 2.03(c) in connection with any prepayment of any Class of Term Loans pursuant to this Section 2.03(b) , such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05 .

With respect to any prepayment of the Term Facility and the Incremental First Lien Term Loans pursuant to Section 2.03(b) (other than prepayments pursuant to Section 2.03(b)(iii) ), any Term Lender or Incremental First Lien Lender, at its option, may elect not to

accept such prepayment; provided , for the avoidance of doubt, that no such Term Lender or Incremental First Lien Lender may elect to accept a partial prepayment. Upon receipt by the Administrative Agent of any such prepayment of the Term Facility and the Incremental First Lien Term Loans, the amount of the prepayment that is available to prepay the Term Loans and the Incremental First Lien Term Loans (the “ Prepayment Amount ”) shall be deposited in a Cash Collateral Account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall notify the Term Lenders and the Incremental First Lien Lenders of the amount available to prepay the Term Loans and the Incremental First Lien Lenders and the date on which such prepayment shall be made (the “ Prepayment Date ”), which date shall be ten (10) Business Days after the date of such receipt. Any Lender declining such prepayment (a “ Declining Lender ”) shall give written notice to the Administrative Agent by 11:00 a.m. (New York Time) on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term Lenders and the Incremental First Lien Lenders other than the Declining Lenders (such Lenders being the “ Accepting Lenders ”) to prepay Term Loans and the Incremental First Lien Lenders owing to such Accepting Lenders shall be withdrawn from the applicable Cash Collateral Account and applied ratably to prepay Term Loans and Incremental First Lien Term Loans owing to such Accepting Lenders in the manner described in Section 2.03(b) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans or Incremental First Lien Term Loans owing to Declining Lenders (x) shall instead be made available for any mandatory prepayment of the Second Lien Loans (or any Specified Second Lien Refinancing Debt) that may be required at such time pursuant to Section 2.03(b) of the Second Lien Credit Agreement (or comparable documentation governing any Specified Second Lien Refinancing Debt) and (y) to the extent declined by the lenders under the Second Lien Credit Agreement (and any Specified Second Lien Refinancing Debt), together with the amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders but were required to be made available for any mandatory prepayment of the Second Lien Loans (or any Specified Second Lien Refinancing Debt), shall instead be retained by the Borrower (such amounts, “ Declined Amounts ”).

(d) Prepayment Premium . (x) Any optional prepayment of any portion of the outstanding Term Loans made pursuant to Section 2.03(a)(i) in connection with a Repricing Transaction (including any mandatory assignment pursuant to Section 3.07 in connection therewith) and (y) any prepayment of Term Loans pursuant to Section 2.03(b)(iii) in connection with a Repricing Transaction or any amendment to this Agreement in connection with a Repricing Transaction (in each case including any mandatory assignment pursuant to Section 3.07 in connection therewith), in each case of clause (x) and clause (y) on or prior to the date that is six months following the Closing Date shall be subject to a premium equal to the principal amount of Term Loans subject to such prepayment or the principal amount of Term Loans affected by such amendment (or mandatorily assigned in connection therewith), as applicable, multiplied by 1%. Any prepayment of all or any portion of the outstanding Term Loans on or after the date that is six months following the Closing Date shall not be subject to a premium.

2.04 Termination or Reduction of Term Commitments .

(a) Optional . The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, or from time to time permanently reduce the unused portions of the Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Term Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

(b) Mandatory . The aggregate Term Commitments shall be automatically and permanently reduced to zero after the making of the Term Borrowing, if any, on the Closing Date.

(c) Application of Commitment Reductions . The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Term Commitments under this Section 2.06. Upon any reduction of unused Term Commitments under the Term Facility, the Term Commitment of each Lender under such Term Facility shall be reduced by such Lender’s Pro Rata Share of the amount by which such Term Facility is reduced (other than the termination of the Term Commitment of any Lender as provided in Section 3.07).

2.05 Repayment of Term Loans .

(a) Term Loans . The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders the aggregate principal amount of all Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.03 and 2.04 , or be increased as a result of any increase in the amount of Term Loans pursuant to Section 2.12 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Term Loans made as of the Closing Date), with each such installment due and payable on each date set forth below (or, if such day is not a Business Day, on the immediately preceding Business Day):

Date	Term Loan Principal Amortization Payment
7/31/2014	$	975,000
10/31/2014	$	975,000
1/31/2015	$	975,000
4/30/2015	$	975,000
7/31/2015	$	975,000
10/31/2015	$	975,000

Date	Term Loan Principal Amortization Payment
1/31/2016	$	975,000
4/30/2016	$	975,000
7/31/2016	$	975,000
10/31/2016	$	975,000
1/31/2017	$	975,000
4/30/2017	$	975,000
7/31/2017	$	975,000
10/31/2017	$	975,000
1/31/2018	$	975,000
4/30/2018	$	975,000
7/31/2018	$	975,000
10/31/2018	$	975,000
1/31/2019	$	975,000
4/30/2019	$	975,000
7/31/2019	$	975,000
10/31/2019	$	975,000
1/31/2020	$	975,000
4/30/2020	$	975,000
7/31/2020	$	975,000
10/31/2020	$	975,000
1/31/2021	$	975,000
Maturity Date of the Term Facility	Remaining Balance

provided , however , that the final principal repayment installment of each Class of Term Loans shall be repaid on the Maturity Date for such Class of Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans of such Class outstanding on such date.

(b) Incremental First Lien Term Loans . The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental First Lien Lenders the aggregate principal amount of all Incremental First Lien Term Loans outstanding of each Incremental First Lien Term Loan Tranche in such installments as set forth in the Incremental First Lien Term Commitments Amendment with respect to such Incremental First Lien Term Loan Tranche (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.03 and 2.04 , or be increased as a result of any increase in the amount of Incremental First Lien Term Loans of such Incremental First Lien Term Loan Tranche pursuant to Section 2.12 (such increased amortization payments to be calculated in the same

manner (and on the same basis) as the schedule set forth in the applicable Incremental First Lien Term Commitment Amendment for the Incremental First Lien Term Loans made as of the initial Incremental First Lien Term Commitments Effective Date with respect to such Incremental First Lien Term Loan Tranche).

2.06 Interest .

(a) Subject to the provisions of Section 2.06(b) , (i) each Eurodollar Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the greater of (x) the Eurodollar Rate for such Interest Period and (y) 1.00%, plus (B) the Applicable Rate for Eurodollar Rate Loans that are Term Loans; and (ii) each Base Rate Loan that is a Term Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the sum of (A) the greater of (x) 2.00% and (y) the Base Rate, plus (B) the Applicable Rate for Base Rate Loans that are Term Loans.

(b) The Borrower shall pay interest on the principal amount of all overdue First Lien Obligations hereunder (including, for the avoidance of doubt, following the occurrence of an Event of Default pursuant to Section 8.01(f)) at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Term Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.07 Fees .

(a) The Borrower shall pay to the Arrangers, the Administrative Agent and the Collateral Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(b) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

the Term Loan or such portion is paid, provided , that any Term Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a) , bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.09 Evidence of Indebtedness .

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit the obligation of the Borrower hereunder to pay any amount owing with respect to the First Lien Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), Class (if applicable), amount and maturity of its Term Loans and payments with respect thereto.

(b) Entries made in good faith by each Lender in its account or accounts pursuant to Section 2.09(a) , shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to such Lender under this Agreement and the other Loan Documents, absent manifest error; provided , that the failure of such Lender to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit the obligations of the Borrower under this Agreement and the other Loan Documents.

2.10 Payments Generally; Administrative Agent’s Clawback .

(a) General . Subject to Section 3.01 , all payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, in each case, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. (New York Time). The Administrative Agent will promptly distribute to each Lender its Pro Rata Share in respect of the Term Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (New York Time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in

computing interest or fees, as the case may be; provided , however , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to 12:00 noon (New York Time) on the date of a Term Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Term Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Term Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (y) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Term Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Term Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds 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 the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.10(b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Term Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender on demand, without interest.

(d) Obligations of the Lenders Several . The obligations of the Lenders hereunder to make Term Loans and to make payments pursuant to Section 9.07 are several and not joint. The failure of any Lender to make any Term Loan or to make any payment under Section 9.07 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Term Loan or to make its payment under Section 9.07 .

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Term Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Term Loan in any particular place or manner.

(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(g) Unallocated Funds . If the Administrative Agent receives funds for application to the First Lien Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the Outstanding Amount of all Term Loans outstanding at such time, in repayment or prepayment of such of the outstanding Term Loans or other First Lien Obligations then owing to such Lender.

participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loans, pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the First Lien Obligations purchased to the same extent as though the purchasing Lender were the original owner of the First Lien Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to the prepayments pursuant to Section 2.03(a)(iii) , or Section 2.03(b)(iii) (out of proceeds of the Specified Refinancing Debt), the implementation of the Incremental First Lien Term Commitments Amendment or to the assignments and participations described in Section 10.07 .

2.12 Incremental First Lien Term Facilities .

of such Incremental First Lien Term Facilit y and consummation of such Permitted Acquisition, and any such addition shall be in an aggregate amount of not less than $20,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may incur Incremental First Lien Term Commitments pursuant to either clause (x) or clause (y) of the second proviso of the immediately preceding sentence and shall not be obligated to initially incur Incremental First Lien Term Commitments pursuant to clause (x) prior to incurring any Incremental First Lien Term Commitments pursuant to clause (y) ; provided , however , that to the extent the Borrower incurs Incremental First Lien Term Commitments on any Incremental First Lien Term Commitments Effective Date pursuant to clause (y) , the Borrower may not in addition rely on clause (x) for the incurrence of such Incremental First Lien Term Commitments on such Incremental First Lien Term Commitments Effective Date. Any loans made in respect of any such Incremental First Lien Term Commitments (the “ Incremental First Lien Term Loans ”) may be made, at the option of the Borrower, by either (i) increasing the Term Commitments with the same terms (including pricing) as the existing Term Loans, in which case such Incremental First Lien Term Loans shall constitute Term Loans for all purposes hereunder and under the other Loan Documents or (ii) creating a new tranche of term loans (an “ Incremental First Lien Term Loan Tranche ”, and increases of the Term Commitments pursuant to the preceding sub-clauses (i) and (ii), each an “ Incremental First Lien Term Facility ”). The Incremental First Lien Term Facilities shall rank either pari passu or junior (as elected by the Borrower in its sole discretion) in right of payment and in respect of lien priority as to the Collateral with the outstanding Term Loans under the Term Facility or any other Incremental First Lien Term Facility. The proceeds of the Incremental First Lien Term Facilities shall be used for working capital, capital expenditures and other general corporate purposes (including any actions permitted by Article VII , including permitted Restricted Payments) the Borrower and its Restricted Subsidiaries.

(b) The Incremental First Lien Term Loans comprising each Incremental First Lien Term Loan Tranche:

(i) shall have a maturity date that is not prior to the Latest Maturity Date of all Classes of Term Loans then in effect and will have a Weighted Average Life to Maturity that is not shorter than that of the Term Loans;

(ii) shall share ratably (and may not share more than ratably) in any prepayments of the Term Facility (unless the Incremental First Lien Lenders with respect to such Incremental First Lien Term Loans agree to receive prepayments after the prepayments of the Term Facility or any other Incremental First Lien Term Loans);

(iii) except as set forth in subsection (a) above and this subsection (b) with respect to prepayment events, maturity date, interest rate, yield, fees and original issue discounts and except with respect to the amortization schedule for the Incremental First Lien Term Loans and the permitted use of proceeds thereof, shall have terms substantially the same terms as (and in any event no more favorable than) the outstanding Term Loans (and to the extent materially differing from the terms of the outstanding Term Loans, shall be reasonably satisfactory to the Administrative Agent); provided that if the initial yield (as determined by the Administrative Agent as set forth below) on any

Incremental First Lien Term Loan Tranche incurred on or prior to the date that is 18 months following the Closing Date exceeds by more than 50 basis points (the amount of such excess above 50 basis points being herein referred to as the “ Yield Differential ”) the yield then in effect for outstanding Term Loans (such yield, in the case of each of such Incremental First Lien Term Loan Tranche and the Term Loans, for purposes of this proviso being deemed to include all upfront or similar fees or original issue discount paid by the Borrower generally to the Lenders who provide such Incremental First Lien Term Loan Tranche or to the Lenders who provided the outstanding Term Loans in the primary syndication thereof based on an assumed four-year life to maturity), then the Applicable Rate then in effect for outstanding Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Incremental First Lien Term Loans under the Incremental First Lien Term Loan Tranche .

For purposes of clause (iii) above, the initial yield on any Incremental First Lien Term Loan Tranche shall be determined by the Administrative Agent to be equal to the sum of (x) the interest rate margin for loans under the Incremental First Lien Term Loan Tranche that bear interest based on the Eurodollar Rate (for the avoidance of doubt, including the Eurodollar Rate and the margin or spread) and (y) if the Incremental First Lien Term Loan Tranche is originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from Holdings or the Borrower for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental First Lien Term Loan Tranche, being referred to herein as “ OID ”), the amount of such OID divided by the lesser of (A) the average life to maturity of the Incremental First Lien Term Loan Tranche and (B) four); provided that for purposes of clause (x) above, if the lowest permissible Eurodollar Rate applicable to such Incremental First Lien Term Loan Tranche is greater than 1.00% or the lowest permissible Base Rate applicable to such Incremental First Lien Term Loan Tranche is greater than 2.00%, the difference between such “floor” and 1.00%, in the case of Incremental First Lien Term Loans that are Eurodollar Rate Loans, and 2.00%, in the case of Incremental First Lien Term Loans that are Base Rate Loans, shall be equated to interest rate margin for purposes of determining whether an increase to the interest rate margin under the existing Term Facility shall be required, to the extent an increase in the interest rate floor in the existing Term Facility would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term Facility shall be increased to the extent of such differential between interest rate floors.

(c) Each notice from the Borrower pursuant to this Section 2.12 shall set forth the requested amount and proposed terms of the Incremental First Lien Term Commitments. At the time of the sending of such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Incremental First Lien Term Loans (or any portion thereof) may be made by any existing Lender or by any other bank or investing entity (but in no case (i) by any Loan Party, (ii) except in compliance with the proviso of Section 2.12( h ) below, by an Affiliated Lender, (iii) by any Defaulting Lender or any of its Subsidiaries, (iv) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (iii) , or (v) by any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “ Incremental First

Lien Lender ”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental First Lien Lender’s, as the case may be, making such Incremental First Lien Term Loans if such consent would be required under Section 10.07 for an assignment of Term Loans, to such Lender or Incremental First Lien Lender, as the case may be. No Lender shall be obligated to provide any Incremental First Lien Term Loans unless it so agrees. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to provide an Incremental First Lien Term Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated on the basis of the amount of the funded and unfunded exposure under the Term Facility held by each Lender). Any Lender not responding within such time period shall be deemed to have declined to provide an Incremental First Lien Term Commitment. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also invite additional Eligible Assignees to become Term Lenders pursuant to an accession agreement in form and substance reasonably satisfactory to the Administrative Agent.

(d) Incremental First Lien Term Commitments shall become Term Commitments under this Agreement pursuant to an amendment (an “ Incremental First Lien Term Commitments Amendment ”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender, as the case may be agreeing to provide such Term Commitment, if any, each Incremental First Lien Lender, if any, and the Administrative Agent. An Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.

(e) If any Incremental First Lien Term Commitments are added in accordance with this Section 2.12 , the Administrative Agent and the Borrower shall determine the effective date (the “ Incremental First Lien Term Commitments Effective Date ”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such addition and the Incremental First Lien Term Commitments Effective Date.

(f) The effectiveness of any Incremental First Lien Term Commitments Amendment shall, unless otherwise agreed to by the Administrative Agent, each Lender party thereto, if any, and the Incremental First Lien Lenders, if any, with respect to the conditions set forth in clauses (ii)(A) and (ii)(C) below as set forth in the last paragraph of this clause (f) , be subject to the satisfaction on the date thereof of each of the following conditions:

(i) the Administrative Agent shall have received on or prior to the Incremental First Lien Term Commitments Effective Date each of the following, each dated the applicable Incremental First Lien Term Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and

substance reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental First Lien Term Commitments Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental First Lien Term Commitments Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(a)(iii) and 6.12(a)(iv) , which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within sixty (60) days of the date of effectiveness of the applicable Incremental First Lien Term Commitments Amendment (or such longer period as agreed to by the Administrative Agent in its sole discretion); and (D) a favorable opinion of counsel for the Loan Parties dated the Incremental First Lien Term Commitments Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent;

(ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental First Lien Term Commitments Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) both at the time of any request for Incremental First Lien Term Commitments and upon the effectiveness of any Incremental First Lien Term Commitments Amendment, no Default or Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Default or Event of Default shall exist; and

(iii) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including any Person becoming a Lender as part of such Incremental First Lien Term Commitments Amendment on the related Incremental First Lien Term Commitments Effective Date), as applicable, all fees and, to the extent required by Section 10.04 , expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental First Lien Term Commitments Effective Date.

If the proceeds of any Incremental First Lien Term Facility will be used to consummate a Permitted Acquisition and the terms of the definitive acquisition agreement (the “ Subject Acquisition Agreement ”) in respect thereof so require, (x) the condition that, at the time of any request for Incremental First Lien Term Commitments and upon the effectiveness of any Incremental First Lien Term Commitments Amendment and at the time that any such Incremental Loan is made (and after giving effect thereto), no Default or Event of Default shall exist and (y) the condition that the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) at the time that any such Incremental Loan is made (and after giving effect

thereto), may in each case of the foregoing clauses (x ) and (y) be waived by the lenders under such Incremental First Lien Term Facility without the consent of any other Lenders.

(g) On each Incremental First Lien Term Commitments Effective Date, each Lender or Eligible Assignee which is providing an Incremental First Lien Term Commitment (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have an Incremental First Lien Term Commitment which shall become a “Term Commitment” hereunder and (iii) in the case of an Incremental First Lien Term Commitment, shall make an Incremental First Lien Term Loan to the Borrower in a principal amount equal to such Incremental First Lien Term Commitment, and such Incremental First Lien Term Loan shall be a “Term Loan” for all purposes of this Agreement and the other Loan Documents (except that the interest rate applicable to any Incremental First Lien Term Loan under an Incremental First Lien Term Loan Tranche may be higher or lower).

(h) This Section 2.12 shall supersede any provision of Section 2.11 or Section 10.01 to the contrary; provided that, notwithstanding the foregoing, any Affiliated Lender providing any Incremental First Lien Term Commitments or Incremental First Lien Term Loans pursuant to this Section 2.12 shall be subject to the restrictions with respect to Affiliated Lenders set forth in clauses (i) and (j) of Section 10.07 .

2.13 Defaulting Lenders . (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Term Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Term Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of such Defaulting Lender until such time as all Term Loans are held by the Lenders pro rata in accordance with the Term Commitments. 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 pursuant to this Section 2.13(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto .

(b) If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the 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, that Lender will, to the extent applicable, purchase that portion of outstanding Term Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause the Term Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares, whereupon that 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 Borrower 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.

ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01 Taxes .

(a) Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes; provided that, if any Indemnified Taxes or Other Taxes are required by applicable law (as determined in the good faith discretion of an applicable Withholding Agent) to be deducted from such payments, then (i) the sum payable by the Borrower or such Loan Party shall be increased as necessary so that after all required deductions of Indemnified Taxes or Other Taxes (including any such deductions applicable to additional sums payable under this Section 3.01 ) each Agent and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(c) The Loan Parties shall, jointly and severally, indemnify each Agent and Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid or payable by such Agent or Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document and any Other Taxes paid or payable by such Agent or Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and the calculation of the amount of such liability delivered to the Borrower by a Lender or Agent, or by the Administrative Agent on behalf of itself or a Lender or Agent, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the 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 the Administrative Agent.

(e) If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01 , it shall promptly remit such refund (without interest, other than any interest paid by the relevant taxation authority with respect to such refund) to the Borrower (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender or Agent, as the case may be; provided , however , that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party (plus any penalties, interest or other charges imposed by the relevant taxation authority) in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority ( provided , that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(e) , in no event will any Lender or Agent be required to pay any amount to the Borrower pursuant to this Section 3.01(e) the payment of which would place such Lender or Agent in a less favorable net after-tax position than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts

with respect thereto had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit or oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.

(f) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible any indemnification or additional amounts due under this Section 3.01 , which may include the designation of another Lending Office for any Term Loan affected by such event; provided , that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided , further , that nothing in this Section 3.01(f) shall affect or postpone any of the First Lien Obligations of the Borrower or the rights of such Lender pursuant to Sections 3.01(a) and (c) .

(g) (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 the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the 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 the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the 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 3.01(g)(ii) 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.

881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN (or successor form) together with a statement substantially in the form of Exhibit N . Each Foreign Lender shall, to the extent it is legally able to do so, deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. In addition, each Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered form (or any other form of certification adopted by the United States taxing authorities for such purpose). Solely for purposes of this Section 3.01(g) , the term “Foreign Lender” shall include any Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

(iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the 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 the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(h) Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall, to the extent it is legally able to do so, furnish to the Borrower and the Administrative Agent, on or prior to the date it becomes a party to this Agreement, two accurate and complete originally executed copies of IRS Form W-9 (or successor form) establishing that such Lender or Agent is not subject to United States backup withholding tax.

(i) 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 the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the 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 the Borrower or the Administrative Agent as may be necessary for the Borrower and the 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 Section 3.01(i) , “FATCA” shall include any applicable intergovernmental agreements and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any such intergovernmental agreements, in each case with respect to the implementation of such Sections of the Code and any amendments made to FATCA after the Closing Date.

(j) Each party’s obligations under this Section 3.01 shall survive the termination of the Aggregate Commitments, repayment of all other First Lien Obligations hereunder and the resignation of the Administrative Agent. For purposes of this Section 3.01 and Section 9.01, the term “applicable law” includes FATCA.

3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Term Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be disadvantageous to such Lender.

notify the Borrower and each Lender. Thereafter, in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Term Borrowing of Base Rate Loans in the amount specified therein.

3.04 Increased Cost and Reduced Return; Capital Adequacy .

(a) If any Lender determines that as a result of the introduction of or any Change in Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Term Loan the interest on which is determined by reference to the Eurodollar Rate (or, in the case of any Change in Law with respect to Taxes, any Term Loan), or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes imposed on or with respect to any payment made by or on account of any Loan Party under any Loan Document and Other Taxes (as to which Section 3.01 shall govern), (ii) Excluded Taxes (other than clause (a)(ii) of the definition of Excluded Taxes), (iii) Connection Income Taxes, and (iv) reserve requirements reflected in the Eurodollar Rate ) , then from time to time upon demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06 ), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender or any holding company of such Lender, if any, as a consequence of this Agreement and the Term Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction or increase suffered.

(c) The Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a) or (b) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

3.05 Funding Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any assignment pursuant to Section 3.07 , continuation, conversion, payment or prepayment of any Term Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Term Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Term Loan) to prepay, borrow, continue or convert any Term Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Term Loan or from fees payable to terminate the deposits from which such funds were obtained.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Term Loan by a matching deposit or other borrowing in the London interbank Eurodollar market for Dollars in a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Matters Applicable to All Requests for Compensation

(b) With respect to any Lender’s claim for compensation under Section 3.02 , 3.03 or 3.04 , the Borrower shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided , that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04 , the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurodollar Rate Loans, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided , that such suspension shall not affect the right of such Lender to receive the compensation so requested.

then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02 , on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(ii) all Term Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrower (with a copy to the Agent) that the circumstances specified in Section 3.02 , 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Term Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Term Commitments.

3.07 Replacement of Lenders under Certain Circumstances

(a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or 3.03 , (ii) any Lender becomes a Defaulting Lender, (iii) any Lender becomes a “Non-Consenting Lender” (as defined below in this Section 3.07 ) or (iv) any Lender is an Ineligible Assignee, then the Borrower may, at its sole expense and effort, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender (or such lesser time as may be agreed by the Administrative Agent), replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person, (B) such replaced Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans (or, in the case of the preceding clause (iv), the lesser of (x) the purchase price paid by such Ineligible Assignee for its Term Loans and (y) the outstanding principal thereof), accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section s 2.03 (if applicable) and 3.05 ) in accordance with the Assignment

and Assumption with respect to such assignment, (C) such assignment does not conflict with applicable Law and (D) 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.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s outstanding Term Loans, and (ii) deliver any Notes evidencing such Term Loans to the Borrower or the Administrative Agent. If such replaced Lender fails to execute and deliver such Assignment and Assumption within three Business Days after the receipt of notice referred to in the foregoing clause (a) , the Administrative Agent is hereby authorized to execute such Assignment and Assumption instead of such replaced Lender (and each Lender, by its becoming a Lender hereunder is deemed to have granted to the Administrative Agent an irrevocable proxy, which proxy shall be deemed to be coupled with interest, to execute and deliver the Assignment and Assumption, as provided in this Section). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s outstanding Term Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Term Loans so assigned shall be paid in full to such assigning Lender in accordance with such Assignment and Assumption concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Term Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c) Notwithstanding anything to the contrary contained above, the Lender that acts as (or whose Affiliate acts as) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09 .

(d) In the event that (i) the Borrower has requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the Term Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “ Non-Consenting Lender .”

3.08 Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other First Lien Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions to Initial Credit Extension . The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(i) executed counterparts of this Agreement, a Guaranty from each Guarantor (subject to the last paragraph of this Section 4.01 ) and the Intercompany Note, as applicable;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) the Security Agreement, duly executed by each Loan Party, together with (subject to the last paragraph of this Section 4.01 ):

(v) (i) the Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent and the Second Lien Collateral Agent and (ii) the ABL/Term Intercreditor Agreement, duly executed by the Loan Parties, the Collateral Agent, the ABL Collateral Agent and the Second Lien Collateral Agent;

(vi) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or the Collateral Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party and authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(vii) such documents and certifications (including, without limitation, Organization Documents and good standing certificates) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Borrower and the Guarantors is validly existing, in good standing (where such concept is applicable) and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;

(viii) an opinion of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the Loan Parties, and (ii) each local counsel listed on Schedule 4.01(a)(viii), in each case addressed to each Agent and each Lender, as to the matters set forth in Exhibit I;

corresponding portion of the fiscal year and the preceding fiscal year) ending after October 31, 2013 and at least 45 days prior to the Closing Date (if such period is a fiscal quarter) or at least 60 days prior to the Closing Date (if such period is a fiscal year) and (d) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Target as of and for the four quarter period for which financial statements have been delivered pursuant to the preceding clauses (b) or (c), prepared by the Sponsor 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 the statement of operations), in each case of the foregoing clauses (a), (b), (c) and (d) prepared in accordance with GAAP.

(xi) a Committed Loan Notice relating to the initial Credit Extension;

(xii) a certificate, dated as of the Closing Date, duly executed by of a Responsible Officer of Holdings certifying that the conditions precedent set forth in Sections 4.01(d) , 4.01(e) , 4.01(i) and 4.01(j) have been satisfied as of the Closing Date;

(xiii) evidence that the Second Lien Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the Second Lien Credit Agreement) will occur on the Closing Date; and

(xiv) evidence that the ABL Loan Documents shall have been executed and delivered by all of the Persons stated to be party thereto in their respective forms then most recently delivered to the Administrative Agent, and evidence that the “Closing Date” (as defined in the ABL Facility) will occur on the Closing Date.

(b) Holdings and the Borrower shall have received the Equity Contribution and Other Equity in the manner and amount described in the definition of the “Transactions”.

(c) On the Closing Date, after giving effect to the Transactions, neither Holdings nor the Borrower nor any of their Subsidiaries shall have any outstanding Indebtedness for borrowed money other than the Term Facility, Second Lien Loans in an aggregate principal amount of $160,000,000, loans under the ABL Facility, and Permitted Surviving Debt.

(d) The Acquisition shall be consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of the Term Facility, without giving effect to any amendments thereto, waivers thereof or consents with respect thereto that are materially adverse to the Lenders in their capacity as Lenders, without the consent of each Initial Lender, such consent not to be unreasonably withheld or delayed.

(e) (a) Between November 30, 2013 and February 11, 2014, there shall not have occurred a Closing Material Adverse Effect and (b) between February 11, 2014 and the Closing Date, no fact, event or circumstance shall have occurred or arisen that, individually or in combination with any other fact, event or circumstance, has had or could reasonably be expected to have a Closing Material Adverse Effect.

(f) The Administrative Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Closing Date.

(g) All fees and expenses required to be paid on the Closing Date shall have been paid in full in cash from the proceeds of the initial funding under the Term Facility.

(h) All actions necessary to establish that the Collateral Agent will have a perfected (with the priority required by the Intercreditor Agreements) security interest (subject to liens permitted by Section 7.01 ) in the Collateral shall have been taken, in each case, to the extent such Collateral (including the creation or perfection of any security interest) is required to be provided on the Closing Date pursuant to the last paragraph of this Section 4.01 .

(i) The representations made by or with respect to the Target, its subsidiaries and their respective businesses in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement, shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality).

(j) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except in the case of any such representation and warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation or warranty qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification of materiality).

(k) The Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets other than Pledged Interests, for Liens permitted under Section 7.01 .

Notwithstanding anything herein to the contrary, it is understood that (x) to the extent any Lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Closing Date (other than (i) customary Uniform Commercial Code Lien searches with respect to Holdings, the Borrower and the Subsidiary Guarantors, in each case, in its jurisdiction of organization, (ii) execution and delivery of a customary personal property security agreement, (iii) the perfection of Liens on Collateral that may be perfected by the filing of financing statements under the Uniform Commercial Code or by intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office and (iv) the pledge and perfection of security interests in the capital stock or other Equity Interests of the Borrower and its Restricted Subsidiaries with respect to which a Lien may be perfected by the delivery of a stock or equivalent certificate) after Holdings’ and the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision of any such Lien search and/or Collateral shall not constitute a condition precedent to the availability of the Term Facility on the Closing Date, but instead shall be required to be provided within ninety (90) days after the Closing Date, subject to such extensions as are reasonably agreed by the Collateral Agent pursuant to arrangements to be mutually agreed between the Collateral Agent and the Borrower and (y) to the extent any Guarantee of any Subsidiary Guarantor cannot be provided as a condition precedent to the availability of the Term Facility on the Closing Date because the directors or managers of such Subsidiary Guarantor have not authorized such Guarantee and the election of new directors or managers to authorize such Guarantee has not taken place prior to the funding of the Term Facility (such Guarantee, a “ Duly Authorized Guarantee ”), such election shall take place and such Duly Authorized Guarantee shall be provided no later than 5:00 p.m., New York Time, on the Closing Date (it being understood that, notwithstanding the foregoing, the execution of all such Guarantees shall be a condition to the availability of the Term Facility on the Closing Date; provided , however , that the release of such executed Guarantees shall not be a condition to the availability of the Term Facility on the Closing Date).

4.02 Conditions to All Credit Extensions . The obligation of each Lender to honor any Request for Credit Extension (other than on the Closing Date and other than a Committed Loan Notice requesting only a conversion of Term Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all

material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) , respectively.

(b) No Default or Event of Default shall exist, or would result from, such proposed Credit Extension or from the application of the proceeds therefrom.

(c) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Term Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to the Agents and the Lenders that:

5.01 Existence, Qualification and Power; Compliance with Laws . Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification and (d) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“ Permits ”) to operate its business as currently conducted; except in each case referred to in clause (b)(i) (other than with respect to the Borrower), (c) or (d) , to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. There are no actions, claims or proceedings pending or to the best of the Borrower’s or any Guarantor’s knowledge, threatened in writing that seek the revocation, cancellation, suspension or modification of any of the Permits where any of the same could reasonably be expected to have a Material Adverse Effect.

the Closing Date as set forth in clause (y) of the last paragraph of Section 4.01 , and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the Secured Obligations pursuant to the Collateral Documents), or require any payment to be made under (i) the Second Lien Credit Agreement (or any Specified Second Lien Refinancing Debt), (ii) the ABL Facility, (iii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iv) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; except with respect to any breach or contravention or payment referred to in clause (b)(ii) and (b) (iii) , to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

5.03 Governmental Authorization; Other Consents . No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by an Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

5.05 Financial Statements; No Material Adverse Effect .

(a) The consolidated audited financial statements of the Target as of April 30, 2013, consisting of the consolidated balance sheets, consolidated statements of operations, consolidated cash flow statements and consolidated statements of stockholders’ equity, for the year then ended have been prepared in accordance with GAAP on a consistent basis throughout the indicated period (except as may be indicated in the footnotes thereto). During the period from April 30, 2013 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Target of any material part of the business or property of the Target and (ii) no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Target, which is not reflected in the foregoing combined financial statements or in the notes thereto or has not otherwise been

disclosed in writing to the Lenders prior to the Closing Date. The financial statements delivered pursuant to Section 4.01(a)(x) fairly present in all material respects the consolidated financial condition and results of operation of the Target, taken as a whole, at the dates and for the relevant periods indicated.

(d) The forecasted financial information of the Target delivered to the Lenders pursuant to Section 4.01 or 6.01 was prepared in good faith using assumptions based on information sourced from the financial records of the Target for the periods stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery and at the time of preparation of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.

5.08 Ownership of Property; Liens .

fee estate and do not result from a violation by the Loan Party or Restricted Subsidiary in question of the terms of its lease .

5.09 Environmental Matters .

Except as disclosed in Schedule 5.09 or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a) There are no pending or, to the knowledge of the Borrower, threatened claims against Holdings or any of its Subsidiaries alleging either potential liability under, or responsibility for violation of, any Environmental Law or alleging potential liability with respect to any Hazardous Material, and to the knowledge of the Borrower, (i) there are no pending investigations by any Governmental Authority regarding any such potential claims and (ii) no facts or circumstances exist that would likely be the basis for any such claim.

(b) (i) Neither Holdings nor any of its Subsidiaries has generated, used, stored, treated, transported, or caused any Environmental Release of, Hazardous Materials at or to any location and (ii) none of the real properties currently owned, leased or operated by Holdings or any of its Subsidiaries or, to the knowledge of the Borrower, the real properties formerly owned, leased or operated by Holdings or any of its Subsidiaries, contain any Hazardous Materials that, in the case of either (i) or (ii) above, are in amounts or concentrations or in a manner which (x) constitute a violation by Holdings or any of its Subsidiaries of, (y) require any investigation, remediation or response action under, or (z) are reasonably likely to give rise to liability against Holdings or any of its Subsidiaries under, Environmental Laws.

(c) Neither Holdings nor any of its Subsidiaries is undertaking or, to the knowledge of the Borrower, is obliged to undertake, either individually or together with other potentially responsible parties, any investigation, remediation, or response action relating to any actual or threatened Environmental Release of Hazardous Materials at any site.

5.11 ERISA Compliance .

(a) Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Laws. Each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code has received, or is entitled to rely upon, a favorable determination letter from the Internal Revenue Service or an opinion of counsel to the effect that the form of such Company Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.

(b) There are no pending or, to the knowledge of the Borrower and Holdings, threatened claims, actions or lawsuits, or action by any governing body or Governmental Authority, with respect to any Company Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Company Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(d) Neither any Loan Party nor, to the knowledge of the Borrower, any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than on the Closing Date, those listed on Schedule 5.11(d) hereto.

Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01 , Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or any Lien permitted under Sections 7.01(bb) , 7.01(ee) or 7.01(ff) .

5.13 Margin Regulations; Investment Company Act .

(a) The Borrower is not engaged and will not engage in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Term Borrowings will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) None of Holdings, the Borrower, any Person Controlling Holdings, or any other Subsidiary of Holdings is or is required to be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of any Term Loan, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the SEC thereunder.

5.16 Intellectual Property. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party and each of their Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, trade dress, domain names, copyrights, patents, patent applications, franchises, licenses, trade secrets, know-how and other intellectual property rights (collectively, “ IP Rights ”) that are used in the operation of their respective businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications for registration of any IP Rights owned or exclusively licensed by a Loan Party or any of its Subsidiaries as of the Closing Date. To the knowledge of Holdings and the Borrower, (i) the conduct of the business of the Loan Parties and their Subsidiaries does not infringe, misappropriate, dilute or otherwise violate any rights held by any other Person, and (ii) no slogan or other advertising device, product, process, method, substance, part or other material now employed or sold, or now contemplated to be employed or sold, by any Loan Party or any Subsidiary infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person except in each case for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of Holdings, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings, no Person is infringing, misappropriating, diluting or otherwise violating any IP Rights that are material to the operation of the business of the Loan Parties or any of their Subsidiaries.

5.17 Solvency . Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

5.18 Labor Matters . Other than mandatory national, provincial or industry-wide collective bargaining arrangements, there are no collective bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.18 , covering the employees of Holdings or any of its Subsidiaries as of the Closing Date and neither Holdings nor any Subsidiary has suffered any strikes, walkouts, slowdowns, lockouts, work stoppages or other material labor difficulty within the last five years. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, there is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened against any of them before the National Labor Relations Board (or any foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Borrower, threatened against any of them and (b) to the knowledge of Holdings and the Borrower, no union representation question existing with respect to the employees of Holdings or any of its Subsidiaries and, to the knowledge of Holdings and the Borrower, no union organization activity that is taking place.

5.19 Perfection, Etc. Subject to the last paragraph of Section 4.01 , all filings and other actions necessary or desirable to create, perfect and protect the Lien in the Collateral of the Collateral Agent, for the benefit of the Secured Parties, securing the Secured Obligations created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected Lien in the Collateral with the priority specified in the Intercreditor Agreements, securing the payment of the

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Secured Obligations, subject to Liens permitted by Section 7.01 . The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

5.21 Anti-Corruption Compliance . Each Loan Party is in compliance in all material respects with all applicable anti-corruption Laws, including the United States Foreign Corrupt Practices Act of 1977, as amended (“ FCPA ”), and maintains (whether internally or administered through the Seller, as the case may be) policies and procedures designed to ensure that each Loan Party will continue to be in compliance in all material respects with all applicable anti-corruption Laws. No part of the proceeds of the Term Loans has been or will be used, directly or indirectly, by any Loan Party for any payments to any Person, governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any other applicable anti-corruption Law.

5.22 OFAC . No Loan Party (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities or (c) derives revenue from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. The proceeds of any Term Loan will not 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.

5.23 Designation as Senior Debt . The First Lien Obligations constitute “Designated Senior Debt”, or any similar term under and as defined in the agreements relating to any Indebtedness of the Borrower or any Guarantor, including any subordinated Indebtedness, which contains such designation.

5.24 Tax Reporting Compliance . The Borrower does not intend to treat the Term Loans and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event that the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If the Borrower so notifies the Administrative Agent, the Borrower acknowledges that one or more of the Lenders may treat its Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112 1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

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ARTICLE VI
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Term Commitment hereunder or any Term Loan or other First Lien Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 and 6.03 ) cause each Restricted Subsidiary to:

6.01 Financial Statements . Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a) as soon as available, but in any event within ninety (90) days (or one hundred twenty (120) days in the case of the fiscal years ending on April 30, 2014 and April 30, 2015, respectively) after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Pricewaterhouse Coopers LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of such audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date under the credit facilities provided for herein that is scheduled to occur within one year from the time such opinion is delivered or (B) any potential inability to satisfy any financial covenants set forth in any agreement, document or instrument governing or evidencing Indebtedness on a future date or in a future period), together with a Narrative Report with respect thereto;

(b) as soon as available, but in any event (x) for each of the first three fiscal quarters ended after the Closing Date (commencing with the fiscal quarter ending July 31, 2014) within sixty (60) days and (y) thereafter, within forty-five (45) days, in each case, after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes, together with a Narrative Report with respect thereto; and

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(c) as soon as available, but in any event no later than forty-five (45) days after the end of each fiscal year, forecasts prepared by management of the Borrower, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets, statements of operations and statements of cash flow of the Borrower and its Subsidiaries on a quarterly basis for the fiscal year following such fiscal year then ended.

To the extent Holdings designates any of its Subsidiaries as an Unrestricted Subsidiary, the financial statements referred to in this Section 6.01 shall be accompanied by reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries.

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary course of business), statement or report furnished to any holder of any Indebtedness of any Loan Party or of any of its Subsidiaries in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02 ;

(d) promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;

(e) reasonably promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law or otherwise relating to any Hazardous

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Material against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect ;

(f) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a) , (i) a report supplementing Schedule 5.16 (in connection with the delivery of the annual financial statements only) and Schedule 5.08(b) hereto, including, in the case of supplements to Schedule 5.08(b) , an identification of all Material Real Property disposed of by any Loan Party since the delivery of the last supplements and a list and description of all Material Real Property acquired since the delivery of the last supplements (including the street (if available), county or other relevant jurisdiction, state, and the record owner and (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b) ;

(g) copies of any notice of default under, and any material amendment, supplement, waiver or other modification of, the ABL Facility or the Second Lien Credit Agreement;

(h) promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them; and

(i) promptly, such additional information regarding the business, legal, financial or corporate affairs or operations of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, the Collateral Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (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 the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02 ; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided , that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender

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shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Collateral Agent materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”; all other Lenders, “ Private Lenders ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower and the Target and their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Each of Holdings and the Borrower hereby (i) acknowledges and agrees that no Borrower Material delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) shall contain any material non-public information with respect to Holdings, the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws and (ii) authorizes the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders to treat all Borrower Materials delivered pursuant to Section 6.01(a) , 6.01(b) or 6.02(a) as not containing any material non-public information with respect to Holdings, the Borrower, its Subsidiaries and their respective securities for purposes of United States Federal and state securities laws and as suitable for distribution to Public Lenders.

6.03 Notices . Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default or Event of Default;

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or otherwise relating to any Hazardous Material or in respect of IP Rights, or (iv) the occurrence of any ERISA Event;

(c) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof; and

(d) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.03(b)(ii) , and (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.03(b)(iii) .

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations . Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have a Material Adverse Effect.

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same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons of established reputation engaged in the same or similar businesses as the Borrower and its Subsidiaries) as are customarily carried under similar circumstances by such other Persons and providing for not less than thirty (30) days’ (ten (10) days’ in the case of cancellation for non-payment) prior written notice to the Administrative Agent of termination, lapse or cancellation of any such insurance.

6.09 Books and Records . Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Restricted Subsidiary, as the case may be.

6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent, the Collateral Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided , that, excluding any such visits and inspections during the continuation of an Event of Default, only the Collateral Agent on behalf of the Administrative Agent and the Lenders may exercise rights under this Section 6.10 and the Collateral Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided , further , that when an Event of Default exists the Administrative Agent, the Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. The Administrative Agent, the Collateral Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s accountants.

6.11 Use of Proceeds . Use the proceeds of the Term Borrowings on the Closing Date solely to finance the Acquisition and the Refinancing and to pay Transaction Costs in connection therewith.

6.12 Covenant to Guarantee Obligations and Give Security .

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acquisition of a Restricted Subsidiary for all purposes of this Section 6.12 ), or upon the acquisition of any personal property (other than “Excluded Property,” as defined in the Security Agreement) or any Material Real Property by any Loan Party, which real or personal property, in the reasonable judgment of the Administrative Agent, is not already subject to a perfected Lien in favor of the Collateral Agent for the benefit of the Secured Parties, then the Borrower shall, in each case at the Borrower’s expense:

(i) in connection with the formation or acquisition of a Restricted Subsidiary, within ten (10) days after such formation or acquisition or such longer period, not to exceed an additional forty-five (45) days, as the Administrative Agent may agree in its sole discretion, (A) cause each such Restricted Subsidiary that is not an Excluded Subsidiary, to duly execute and deliver to the Administrative Agent and the Collateral Agent a Guaranty or Guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) (if not already so delivered) deliver certificates representing the Equity Interests of such Restricted Subsidiary accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Collateral Agent, together with supplements to the Security Agreement (and, if applicable, supplements to the other Collateral Documents) with respect to the pledge of any Equity Interests or Indebtedness and any additional assets of such Restricted Subsidiary in accordance with the Security Agreement, Intellectual Property Security Agreement and other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreement and the other Collateral Documents), securing payment of all the First Lien Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

(iii) within thirty (30) days (or sixty (60) days with respect to Mortgages) after such formation or acquisition, or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion, duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Administrative Agent and the Collateral Agent Mortgages (with respect to Material Real Properties only) and other agreements, documents and instruments as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Security Agreement and Mortgages), securing payment of all the First Lien Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;

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(v) as promptly as practicable (but in any event no later than sixty (60) days or such longer period, not to exceed an additional sixty (60) days, as the Administrative Agent may agree in its sole discretion) after the request of the Administrative Agent, deliver to the Administrative Agent with respect to each Material Real Property owned in fee by a Loan Party that is the subject of such request, title reports in scope, form and substance reasonably satisfactory to the Administrative Agent, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in the applicable jurisdiction in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the Material Real Properties covered thereby), American Land Title Association/American Congress on Surveying and Mapping form surveys and environmental assessment reports in each case in scope, form and substance reasonably satisfactory to the Administrative Agent, and favorable opinions of local counsel to the Loan Parties in states in which the applicable Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent; and

(c) For the avoidance of doubt, changes in organization of a Loan Party or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited

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liability company) shall not constitute a formation or acquisition of a Restricted Subsidiary; provided that within ten (10) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) such converted entity shall deliver such instruments and documents (including U niform Commercial Code financing statements and affirmation of its obligations under the Loan Documents) and take all such other action as the Administrative Agent or the Collateral Agent may deem necessary or desirable in preserving the continuing validity and perfection of the Collateral Agent’s Lien on the Collateral owned by (or, in the case of Equity Interests of such Person included in the Collateral, issued by) such Person.

(d) No later than five (5) days prior to the date on which a Mortgage with respect to a Material Real Property is executed and delivered pursuant to this Agreement, (A) a completed standard “life of loan” flood hazard determination form (a “ Flood Determination Form ”), (B) if the improvements to the applicable improved property is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “ Flood Hazard Property ”), a written notification to the Borrower (“ Borrower Notice ”), (C) the Borrower’s written acknowledgment of receipt of Borrower Notice from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program (“ NFIP ”) and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Mortgaged Property is located, a copy of the flood insurance policy, copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties (any of the foregoing being “ Evidence of Flood Insurance ”).

6.14 Further Assurances, Post Closing Obligations .

(a) Promptly upon request by the Administrative Agent, the Collateral Agent or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Loan Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, the Collateral Agent or any Lender through the Administrative

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Agent, may reasonably require from time to time in order to carry out more effectively the purposes of the Loan Documents.

(b) By the date that is ninety (90) days after the Closing Date, as such time period may be extended, by not more than an additional thirty (30) days, in the Administrative Agent’s reasonable discretion, the Borrower shall, and shall cause each Restricted Subsidiary to, deliver to the Administrative Agent, unless otherwise agreed by the Administrative Agent, the following:

(ii) fully paid American Land Title Association Lender’s Extended Coverage customary title insurance policies (the “ Mortgage Policies ”) in form and substance, with endorsements (including zoning endorsements) and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens) and such customary coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable; provided, with respect to any property located in a state in which a zoning endorsement is either not available or is available but only at a premium that is excessive or requires a legal opinion, a customary zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case reasonably satisfactory to the Administrative Agent, may be delivered in lieu of a zoning endorsement;

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reasonably be expected to result in a Material Adverse Effect; provided , however , notwithstanding the foregoing, new or updated surveys with respect to any of the Mortgaged Properties will not be required if an existing survey is available for any such Mortgaged Properties and the issuer of the Mortgage Policies is willing to provide survey coverage for the Administrative Agent’s Mortgage Policies on the basis of such existing survey and without the need for a new or updated survey with respect to such Mortgaged Properties;

(iv) reliance letter executed by ENVIRON International Corporation entitling the Administrative Agent on behalf of the Lenders to rely on its Desktop Environmental Diligence Review of Gypsum Management and Supply, Inc. prepared for the Acquisition, in scope, form and substance reasonably satisfactory to the Administrative Agent;

(v) favorable opinions of local counsel to the Loan Parties in states in which the Initial Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Administrative Agent;

(vi) favorable opinions of counsel to the Loan Parties in the states in which the Loan Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Loan Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent;

(vii) no later than five (5) days prior to the date on which a Mortgage with respect to each Initial Mortgaged Property is executed and delivered pursuant to this Agreement or such shorter period reasonably acceptable to the Administrative Agent: (A) a Flood Determination Form, (B) if it is a Flood Hazard Property, a Borrower Notice, (C) the Borrower’s written acknowledgment of receipt of the Borrower Notice from the Administrative Agent as to the fact that such Initial Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the NFIP and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable Initial Mortgaged Property is located, Evidence of Flood Insurance;

(viii) evidence that all other actions reasonably requested by the Administrative Agent, that are necessary in order to create valid and subsisting Liens on the property described in the Mortgage, have been taken; and

(ix) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgages, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the Mortgages and the other matters described in this Section 6.14 and as otherwise required to be paid in connection therewith under Section 10.04 .

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6.15 Maintenance of Ratings . Use commercially reasonable efforts to maintain a public credit rating of the Term Facility from each of S&P and Moody’s, a public corporate family rating of the Borrower from Moody’s and a public corporate credit rating of the Borrower from S&P (but, in each case, not any specific credit rating).

6.16 Conference Calls . With respect to each full fiscal year for which financial statements have been delivered pursuant to Section 6.01(a) , not later than twenty (20) days after the delivery of the financial statements with respect to such fiscal year pursuant to Section 6.01(a) , hold, at the request of the Administrative Agent (a) a telephonic conference call with all Lenders who choose to attend such conference call, on which conference call shall be reviewed the financial results and the financial condition of the Borrower and its Restricted Subsidiaries for, and as of the last day of, such fiscal year, and (b) a telephonic conference call with all Private Lenders who choose to attend such conference call, on which conference call shall be reviewed the projections presented for the then-current fiscal year of the Borrower; it being understood that only one such call pursuant to each of clauses (a) and (b) shall be held per calendar year.

6.17 ERISA .

(a) Provide to the Administrative Agent promptly following receipt thereof, copies of any documents described in Section 101(k) or 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan Parties or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates shall promptly make a request for such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.

ARTICLE VII
NEGATIVE COVENANTS

So long as any Lender shall have any Term Commitment hereunder or any Term Loan or other First Lien Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, (A) (except with respect to Section 7.14 ) the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly and (B) (with respect to Section 7.14 ) Holdings shall not:

7.01 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

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(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any modifications, replacements, renewals or extensions thereof; provided , that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 , and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 ;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) ;

(i) Liens securing Indebtedness permitted under Section 7.03(e) ; provided , that (i) such Liens attach concurrently with or within two hundred and seventy (270)

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days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(j) Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;

(k) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(o) Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f) ;

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Subsidiary) after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(k)(B) ;

(q) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(r) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement in the ordinary course of business permitted by this Agreement;

(s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

(t) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 ;

(v) Permitted Other Indebtedness Liens;

(w) Specified Refinancing Liens and Specified Second Lien Refinancing Liens;

(x) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries, or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);

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(z) Liens solely on any cash earnest money deposits or other similar escrow arrangements made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(bb) Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(cc) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(dd) other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater of $30,000,000 and 2% of Consolidated Total Assets;

(ee) Liens on the Collateral securing the Second Lien Obligations of the Loan Parties permitted pursuant to Section 7.03(a)(C) ; provided , that such Liens (i) shall be subject to the Term Intercreditor Agreement and shall be subordinated to the Liens securing the First Lien Obligations pursuant to the Term Intercreditor Agreement and (ii) shall be subject to the ABL/Term Intercreditor Agreement and shall rank relative to the Liens securing the ABL Obligations as provided in the ABL/Term Intercreditor Agreement; and

(ff) Liens on the Collateral securing the ABL Obligations of the Loan Parties permitted pursuant to Section 7.03(a)(B) ; provided , that such Liens shall be subject to the ABL/Term Intercreditor Agreement and shall rank relative to the Liens securing the First Lien Obligations and the Second Lien Obligations as provided in the ABL/Term Intercreditor Agreement.

7.02 Investments . Make or hold any Investments, except:

(a) Investments held by the Borrower or such Restricted Subsidiary in the form of Cash Equivalents;

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any Loan Party (other than Holdings) or in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted Subsidiary of the Borrower that is not a Loan Party ; provided that the aggregate amount of Investments made pursuant to this clause (iii) shall not exceed $60,000,000 at any one time outstanding;

(f) Investments existing on the Closing Date and set forth on Schedule 7.02 and any modification, replacement, renewal or extension thereof; provided , that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02 ;

(g) Investments in Swap Contracts permitted under Section 7.03(g) ;

(h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05 (other than Section 7.05(f) );

(A) each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements of Section 6.12 ;

(B) in the case of any purchase or other acquisition (in one transaction or series of related transactions) of (x) any Person that does not become a Guarantor or (y) any assets that do not become Collateral because such assets are owned by a Person that is not, and is not required to be, a Guarantor, after giving effect thereto on a Pro Forma Basis , (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the First Lien Leverage Ratio as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available does not exceed the greater of (x) 4.20:1.00 and (y) the First

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Lien Leverage Ratio immediately preceding the consummation of such purchase or other acquisition ;

(C) immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default shall have occurred and be continuing;

(F) The Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one (1) Business Day prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(j) Investments in Joint Ventures, such Investments not to exceed $20,000,000 at any one time outstanding; provided that prior to making any Investments under this Section 7.02(j) , the Borrower shall have delivered a statement in reasonable detail from the Borrower setting out the business rationale for such Investment;

(k) Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary trade arrangements with customers consistent with past practices;

(m) the licensing, sublicensing or contribution of IP Rights pursuant to joint research development or marketing arrangements with Persons other than the Borrower and its Restricted Subsidiaries consistent with past practices;

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(o) so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing, other Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iii) and (i)(B) , respectively) not exceeding the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any one time outstanding; provided , however , that, such amount may be increased by the Net Cash Proceeds of Permitted Equity Issuances (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds have been applied to make Restricted Payments pursuant to Section 7.06(c) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.13 or to make previous Investments pursuant to this Section 7.02(o) ;

(q) loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(s) Investments of a Restricted Subsidiary that is acquired after the Closing Date or of a company merged or amalgamated or consolidated into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion of the aggregate assets acquired by the Borrower and its Restricted Subsidiaries in such transaction and were in existence on the date of such acquisition, merger or consolidation;

(t) Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iii) and (i)(B) , respectively) made with the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.02(t) , such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that immediately before and immediately after giving effect to any such Investment, no Default or Event of Default shall have occurred and be continuing; and

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(y) the Total Leverage Ratio as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available does not exceed 5.00:1.00.

7.03 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Loan Parties in respect of (A) the First Lien Obligations, (B) the ABL Obligations; provided , that the aggregate amount of the ABL Obligations (other than ABL Obligations outstanding under Secured Cash Management Agreements or Secured Hedge Agreements (each as defined in the ABL Facility without giving effect to any amendment, supplement or other modification to such defined terms in the ABL Facility that would result in an increase in the respective amounts thereof)) at any one time outstanding under this clause (B) shall not exceed the ABL Cap, and (C) the Second Lien Obligations in an aggregate amount at any one time outstanding under this clause (C), together with the then outstanding Specified Second Lien Refinancing Debt, not to exceed the Second Lien Cap;

(b) Indebtedness outstanding or committed to be incurred on the Closing Date and listed on Schedule 7.03 and any Permitted Refinancing thereof;

(c) Guarantees of any Loan Party (other than Holdings) in respect of Indebtedness of the Borrower or a Restricted Subsidiary otherwise permitted hereunder;

(d) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed to (1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party constituting an Investment permitted under Section 7.02(c) , 7.02(o) or 7.02(t) , and (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided that all such Indebtedness pursuant to this clause (d) shall be (1) unsecured, (2) evidenced by the Intercompany Note, (3) if owed to a Loan Party, subject to the Collateral Agent’s perfected security interest pursuant to the Collateral Documents with the priority specified in the Intercreditor Agreements and (4) if owed by a Loan Party, expressly subordinated in right of payment to the payment in full of the First Lien Obligations on terms reasonably satisfactory to the Administrative Agent;

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not exceed $15,000,000 and (ii) if incurred in connection with the financing of all or any part of the purchase price, lease expenses, rental payments or cost of design, construction or installation of Productive Assets (whether through the leasing of or direct purchase of such Productive Assets or the Equity Interests of any Person owning such Productive Assets), the aggregate amount of all such Indebtedness at any one time outstanding, including all Permitted Refinancing thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (ii) , shall not exceed $25,000,000;

(f) Indebtedness of the Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount at any one time outstanding not to exceed $15,000,000;

(h) guarantees incurred by the Borrower or a Restricted Subsidiary in the ordinary course of business in respect of obligations (not for money borrowed) of a Restricted Subsidiary to a supplier, customer, franchisee, lessor or licensee that in each case is not an Affiliate;

(i) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries;

(k) (A) Indebtedness incurred by the Borrower or its Restricted Subsidiaries in a Permitted Acquisition or a Disposition permitted under Section 7.05 under agreements providing for the adjustment of the purchase price or similar adjustments and (B) Indebtedness of any Person acquired pursuant to a Permitted Acquisition that is secured, if at all, only by Liens permitted by Section 7.01(p) ; provided that (x) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (y) immediately before and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000;

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Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and the Restricted Subsidiaries in connection with such Disposition;

(m) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(n) Indebtedness in an aggregate principal amount not to exceed the greater of $40,000,000 and 2.5% of Consolidated Total Assets at any time outstanding;

(p) (A) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in the case of the foregoing clauses (a) and (b) in the ordinary course of business and (B) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of bank Guarantees, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the due date thereof;

(q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion Guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

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portfolio companies of the Sponsor; (G) such Indebtedness shall not be subject to any amortization or scheduled prepayments of principal; (H) the covenants, events of default, Guarantees and other terms of such Indebtedness, when taken as a whole, are not more restrictive to Holdings, the Borrower and its Restricted Subsidiaries than those set forth in this Agreement ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (H) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period); (I) such Indebtedness shall not have any financial covenants; (J) the proceeds of such Indebtedness shall be used solely to fund working capital needs of the Restricted Group; (K) and such Indebtedness shall be subordinated on terms reasonably satisfactory to the Administrative Agent; (L) any repayment or prepayment of such Indebtedness shall be conditioned upon (i) the Total Leverage Ratio as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available not exceeding 5.00:1.00 and (ii) the absence of a Default or Event of Default, and (M) such Indebtedness shall be disregarded for purposes of determining the availability or amount of any covenant baskets or carve-outs;

(s) Indebtedness incurred by a Loan Party constituting Permitted Other Indebtedness;

(t) Indebtedness incurred by a Loan Party constituting Permitted Ratio Debt;

(u) Indebtedness constituting Specified Refinancing Debt; and

(v) Indebtedness constituting Specified Second Lien Refinancing Debt in an aggregate amount at any one time outstanding, together with the then outstanding Second Lien Obligations, not to exceed the Second Lien Cap.

(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided , that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided , that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving

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Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 ;

(b) (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03 , respectively;

(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A) ).

7.05 Dispositions . Make any Disposition, except:

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and (ii) such Disposition could not reasonably be expected to materially and adversely affect the business of the Borrower or any of its Restricted Subsidiaries;

(e) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(g) Dispositions by the Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions; provided that (i) not less than 75% of the purchase price for such property shall be in the form of cash or Cash Equivalents (with any senior secured debt secured by such property assumed by the purchaser of such property and any consideration received in the form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this provision) and (ii) any lease entered into in connection therewith shall not contravene Section 7.03 ;

(h) Dispositions of Cash Equivalents;

(i) Dispositions of accounts receivable in connection with the collection or compromise thereof;

(j) licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and which does not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

(k) sales of property and issuances and sales of Equity Interests (A) among or between Loan Parties (other than Holdings); provided that the sale or issuance by the Borrower of its Equity Interests to Holdings shall be permitted, (B) among or between Restricted Subsidiaries that are not Loan Parties, (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings) or (D) by Loan Parties to Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property so Disposed of pursuant to this sub-clause ((D)) shall not exceed $25,000,000 in the aggregate;

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(l) leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere with the business of the Borrower and its Restricted Subsidiaries;

(m) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(n) Dispositions of Excess Properties (as defined in the Acquisition Agreement); and

(o) Dispositions by the Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05 ; provided , that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (o) shall not exceed $25,000,000 and (iii) not less than 75% of the purchase price for asset or property sold in such Disposition shall be in the form of cash or Cash Equivalents (with any senior secured debt secured by such property assumed by the purchaser of such property and any consideration received in the form of Indebtedness that is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this provision);

7.06 Restricted Payments . Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);

(b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

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Section 7.02(o) or prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.13 or to make previous Restricted Payments pursuant to this Section 7.06(c) ;

(d) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.02 , 7.04 , 7.08 or 7.13 ;

(e) the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings (or, in the case of sub-clause (iv), to the shareholders of a Restricted Subsidiary), so long as, with respect to any such Restricted Payments made pursuant to sub-clause (iv) , sub-clause (vii) or sub-clause (viii) below, no Event of Default under Section 8.01(a) , (f) or (g) shall have occurred and be continuing or would result therefrom:

(i) so long as the Borrower is a member of a consolidated, combined or unitary group of which Holdings (or any direct or indirect parent entity of Holdings) is the parent for foreign, federal, state or provincial or local income tax purposes, the proceeds of which will be used to pay the tax liability to each foreign, federal, state, provincial or local jurisdiction in respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings (or any direct or indirect parent entity of Holdings) that includes the Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of (x) the taxes that would have been payable by the Borrower and its Subsidiaries as a stand-alone group and (y) the actual tax liability of Holdings’ (or any direct or indirect parent entity of Holdings) consolidated, combined, unitary or affiliated group, reduced by any such payments paid or to be paid directly by the Borrower or its Subsidiaries;

(ii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,500,000 in any 12-month period plus any reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries or (b) the fees and other amounts described in Section 7.08(d) to the extent that the Borrower would be then permitted under such Section 7.08(d) to pay such fees and other amounts directly;

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(iv) the proceeds of which will be used to repurchase the Equity Interests or phantom Equity Interests (including stock appreciation rights and similar incentive or deferred compensation instruments) of Holdings or any of its Restricted Subsidiaries (or to make a Restricted Payment to its direct or indirect parent to enable it to repurchase its Equity Interests or phantom Equity Interests) from directors, employees or members of management of Holdings or any Restricted Subsidiary (or their estate, family members, spouse and/or former spouse), in an aggregate amount not in excess of $20,000,000 in any calendar year; provided , that the Borrower may carry over and make in any subsequent calendar year or years, in addition to the amount for such subsequent calendar year, the amount not utilized in the prior calendar year or years up to a maximum of $20,000,000 with respect to such subsequent calendar year; provided , further , that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained by Holdings (or its direct or indirect parent), the Borrower or a Restricted Subsidiary, to the extent such proceeds are received by the Borrower or a Restricted Subsidiary, plus (B) to the extent contributed in cash to the common equity of the Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of the Borrower’s direct or indirect parent companies, in each case to members of management, managers, directors or consultants of Holdings, the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date;

(v) the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Borrower, it would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02 ; provided, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04 ) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such purchase or other acquisition;

(vi) repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants;

(vii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, management fees permitted by Section 7.08(d) ; and

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banks), a portion of any customary fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any unsuccessful debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the Borrower and its Restricted Subsidiaries;

(f) in addition to the foregoing Restricted Payments, additional Restricted Payments in an aggregate amount not to exceed the sum of (1) an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets; plus (2) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(f)(2) , such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, provided that (in the case of this Section 7.06(f)(2) ) immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(g) after a Qualifying IPO, Restricted Payments of up to 6% per annum of the Net Cash Proceeds contributed to the common equity of the Borrower from such Qualifying IPO; provided that immediately before and immediately after giving effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing;

(h) Restricted Payments (including payments on stock appreciation rights) made on the Closing Date or within 60 days thereafter, in each case in connection with the Transactions and in accordance with the Acquisition Agreement;

(i) repurchases of Equity Interests of Holdings, the Borrower or any Restricted Subsidiary to fund the payment of withholding or similar Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options;

(j) in addition to the foregoing Restricted Payments, additional Restricted Payments, so long as, after giving effect on a Pro Forma Basis to any such Restricted Payment, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Leverage Ratio as at the end of the most recently ended fiscal quarter of the Borrower for which financial statements are available to does not exceed 5.00:1.00; and

(k) Restricted Payments consisting of the proceeds of any Disposition permitted under Section 7.05(n), to the extent made in accordance with the Acquisition Agreement.

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7.07 Change in Nature of Business . Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

7.08 Transactions with Affiliates . Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries, (b) on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions, (d) (i) so long as no Event of Default under Section 8.01(a) , (f) or (g) shall have occurred and be continuing, the direct or indirect payment of fees (including termination payments) and/or other payments to the Sponsor or its Affiliates pursuant to the Sponsor Management Agreement (which fees and/or payments shall not exceed (A) in respect of annual fees and/or payments, up to the greater of (x) $2,250,000 and (y) an amount equal to 1% of the aggregate amount of the cash equity contributions directly or indirectly made by the Sponsor to Holdings and further contributed to the Borrower, (B) in respect of the fees and/or payments payable in connection with the Acquisition, the amount disclosed to the Administrative Agent on or prior to the Closing Date and (C) in respect of fees payable in connection with transactions permitted by this Agreement, in amounts that are usual, customary and market for such transactions) and (ii) the payment of related indemnities and reasonable expenses, (e) customary fees and indemnities may be paid to any directors of Holdings (or any direct or indirect parent thereof), the Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations of the Borrower and its Restricted Subsidiaries, (f) the Borrower and its Restricted Subsidiaries may enter into employment, severance or collective bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and employee benefit plans and arrangements in the ordinary course of business, (g) the Borrower and its Restricted Subsidiaries may make payments pursuant to the tax sharing agreements among the Borrower and its Restricted Subsidiaries, (h) Restricted Payments permitted under Section 7.06 , (i) Investments in the Borrower’s Subsidiaries and Joint Ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and its Restricted Subsidiaries in such Subsidiary or Joint Venture) to the extent otherwise permitted under Section 7.02 , (j) any payments required to be made pursuant to the Acquisition Agreement, (k) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (l) the Transactions; (m) pledges of Equity Interests of the Unrestricted Subsidiary to secured Indebtedness of such Unrestricted Subsidiary; (n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and (o) transactions pursuant to agreements in

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existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect.

7.09 Burdensome Agreements . Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, any ABL Loan Document, or any Second Lien Loan Document) that limits the ability:

(a) of any Restricted Subsidiary of the Borrower to make Restricted Payments to the Borrower or any Guarantor which is a Restricted Subsidiary of the Borrower or to otherwise transfer property to or invest in the Borrower or any Guarantor, except for (i) any agreement in effect on the Closing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), with respect to such restrictions than those contained in those agreements on the Closing Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, provided that (x) any such agreement expressly permits such Restricted Payments, transfers of property and investments to pay the First Lien Obligations and (y) the exception in this clause (ii) shall not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section 7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement included in any agreement governing Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03 ; (iv) (x) any agreement in connection with a Disposition permitted by Section 7.05 and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with any Investment permitted under Section 7.02 ), which limitation is applicable only to the assets that are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) ( provided that the provisions of any such Indebtedness are not, taken as a whole, materially more restrictive (as determined by the Borrower in good faith) than similar restrictions contained in this Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit or (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; or

(b) of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the First Lien Obligations except for (i) negative

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pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03(e) or 7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness, (ii) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (iii) customary restrictions contained in the Permitted Other Indebtedness, Specified Refinancing Debt, Specified Second Lien Refinancing Debt, Permitted Ratio Debt and Indebtedness incurred pursuant to Section 7.03(f) or (n) ( provided that such restrictions do not restrict the Liens securing the First Lien Obligations or the priority thereof required by the Intercreditor Agreements), (iv) restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to such cash or deposit, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vi) restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.

7.10 Use of Proceeds . Use the proceeds of any Credit Extension, whether directly or indirectly, to (a) purchase or carry margin stock (within the meaning of Regulation U of the FRB), (b) extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose or (c) other than pursuant to and in accordance with Section 6.11 .

7.11 Amendments of Organization Documents . Amend any of its Organization Documents in a manner materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; it being understood and agreed that changes in organization of the Borrower or any of its Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not be deemed materially adverse to the Administrative Agent, the Collateral Agent or the Lenders; provided that the Borrower and its Restricted Subsidiaries shall comply with the provisions of Sections 6.12 and 6.14 with respect to such changes in organization.

7.12 Accounting Changes . Make any change in (a) accounting policies or reporting practices, except as required or permitted by GAAP, or (b) in the case of the Borrower only, fiscal year.

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amount thereof elected to be so applied; provided that immediately before and immediately after giving Pro Forma Effect to any such prepayment, no Default or Event of Default shall have occurred and be continuing; (ii) (A) the repayment, prepayment or refinancing of the Second Lien Loans or any other Junior Financing (other than Specified Affiliate Indebtedness) with the Net Cash Proceeds of any Permitted Ratio Debt or of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.13 ) and (B) the refinancing of the Second Lien Loans or any Indebtedness described in the preceding clause (a)(3) with the proceeds of any Specified Second Lien Refinancing Debt in respect thereof or any Permitted Other Indebtedness that is unsecured or secured on a junior basis to the First Lien Obligations, in each case, to the extent not required to prepay any Term Loans or the Term Facility pursuant to Section 2.03(b) ; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests); (iv) the prepayment of any Junior Financing or Permitted Refinancing thereof, in an aggregate amount not to exceed an amount (which shall not be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets, (v) (A) any repayment or prepayment of Specified Affiliate Indebtedness that is permitted by clause (L) of Section 7.03(r) and (B) the refinancing of Specified Affiliate Indebtedness with the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section 7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions, repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.13 ), and (vi) any repayment or prepayment of the Second Lien Loans as contemplated by clause (x) of the last sentence of Section 2.03(c) of this Agreement or (b) amend, modify or change in any manner materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders any term or condition of any Junior Financing Documentation ( provided that a certificate of the Chief Financial Officer of the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to any such modification or change, together with a reasonably detailed description of the material terms and conditions of such modification or change or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (b) , shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such five (5) Business Day period).

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7.03(n) , (s) , (t) , (u) or (v) ), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, any ABL Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02 ) or (y) Investments of the type permitted by Section 7.02(a) , (b) , (h) , (k) or (m) .

(a) Nothing in this Section 7.14 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default . Any of the following shall constitute an Event of Default (each, an “ Event of Default ”):

(a) Non-Payment . The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Term Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Term Loan or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants . Any Loan Party fails to perform or observe any term, covenant or agreement contained in clause (y) of the final paragraph of Section 4.01 , any of Sections 6.03(a) , 6.05 (solely with respect to the Borrower) and 6.11 or Article VII ; or

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(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default . (i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (x) Indebtedness under the ABL Facility or the Second Lien Credit Agreement or (y) any other Indebtedness (other than Indebtedness hereunder or under the ABL Facility or the Second Lien Credit Agreement) having (in the case of this clause (y) ) an aggregate principal amount of more than the Threshold Amount, (B) fails to observe or perform any other agreement or condition relating to any Indebtedness referred to clause (e)(A) (other than the Indebtedness under the ABL Facility), or any other event occurs, the effect of which default or other event 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 or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, provided that clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such Indebtedness is repaid when required under the documents providing for such Indebtedness, or (C) fails to observe or perform any agreement or condition relating to the Indebtedness under the ABL Facility, or any other event occurs, the effect of which default or other event is to cause the Indebtedness under the ABL Facility to become due prior to its stated maturity; or

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any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) calendar days after its issue or levy ; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or satisfaction in full of all the First Lien Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the First Lien Obligations and termination of the Aggregate Commitments), or purports to revoke or rescind any Loan Document; or

(k) Change of Control . There occurs any Change of Control; or

(l) Collateral Documents . Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05 ) cease to create a valid and perfected lien on and security interest in the Collateral covered thereby with the priority required by the Intercreditor Agreements, subject to Liens permitted under Section 7.01 , except to the extent that any such perfection or priority is not required pursuant to Section 4.01 , Section 6.12 or Section 6.14 or results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents.

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considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

(a) declare the commitment of each Lender to make Term Loans to be terminated, whereupon such commitments shall be terminated;

(b) declare the unpaid principal amount of all outstanding Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Term Facility has been designated as “Designated Senior Debt,” and/or under applicable Law;

provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Term Loans shall automatically terminate and the unpaid principal amount of all outstanding Term Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Term Loans have automatically become immediately due and payable), any amounts received on account of the First Lien Obligations shall, subject to the provisions of Section 2.13 and the prior payment and distribution of the proceeds of the ABL Priority Collateral to the ABL Collateral Agent (for distribution in accordance with the ABL Loan Documents) in accordance with the ABL/Term Intercreditor Agreement, be applied by the Collateral Agent in the following order:

First , to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements and other charges of counsel payable under Section 10.04 and amounts payable under Article III ) payable to the Administrative Agent or the Collateral Agent, each in its capacity as such;

Second , to payment of that portion of the First Lien Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, disbursements and other charges of counsel payable under Sections 10.04 and 10.05 ) arising under the Loan Documents and amounts payable under Article III , ratably among them in proportion to the respective amounts described in this clause Second payable to them;

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Third , to payment of that portion of the First Lien Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the First Lien Obligations constituting unpaid principal of the Term Loans and First Lien Obligations then owing under Secured Hedge Agreements, ratably among the Lenders and the Hedge Banks in proportion to the respective amounts described in this clause Fourth payable to them;

Fifth , to the payment of all other First Lien Obligations owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such First Lien Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date;

Sixth , to the Second Lien Collateral Agent, to be applied in accordance with the Second Lien Loan Documents or as otherwise provided in the Intercreditor Agreements;

Seventh , to the ABL Collateral Agent, to be applied in accordance with the ABL Loan Documents or as otherwise provided in the Intercreditor Agreements; and

Last , the balance, if any, after all of the First Lien Obligations and all obligations under the Second Lien Loan Documents and the ABL Loan Documents have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Notwithstanding anything herein to the contrary, the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the First Lien Obligations otherwise set forth above in this Section 8.03 .

ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01 Appointment and Authorization of Agents .

(a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan

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Documents with reference to any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The Administrative Agent shall also act as the Collateral Agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07 , 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.

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other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

9.04 Reliance by Agents .

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 , 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 proposed Closing Date specifying its objection thereto.

9.05 Notice of Default . None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the applicable Lenders, unless it shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” Each of the Administrative Agent and the Collateral Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII ; provided , however , that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

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matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

9.07 Indemnification of Agents . Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata , and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided , however , that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided , however , that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07 . In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of counsel) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other First Lien Obligations and the resignation of the Administrative Agent or the Collateral Agent.

9.08 Agents in their Individual Capacities . Any Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity

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Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though it were not an Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them. With respect to its Term Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not an Agent and the terms “Lender” and “Lenders” include such Agent in its individual capacity.

9.09 Successor Agents .

(a) The Administrative Agent may resign as the Administrative Agent and the Collateral Agent upon thirty (30) days’ notice to the Lenders. If an Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” and “Collateral Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days), on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. If a successor Administrative Agent has not so been appointed, the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation (i) the retiring 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 the Administrative Agent or the Collateral Agent on behalf of the Lenders under any of

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the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment as the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent and the Collateral Agent.

(b) Any resignation by the Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as the Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative Agent, hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and (ii) the retiring Collateral Agent shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents.

9.10 Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent or the Collateral Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent or the Collateral Agent shall have made any demand on the Borrower) shall be entitled and empowered, 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 Term Loans and all other First Lien 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 Administrative Agent or the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Administrative Agent or the Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the Administrative Agent or the Collateral Agent under 2.07 and 10.04 ) 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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Nothing contained herein shall be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the First Lien Obligations or the rights of any Lender or to authorize the Administrative Agent or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding, except as set forth in clause (A)(z) of the second to last paragraph of Section 10.01 .

9.11 Collateral and Guaranty Matters . Each of the Lenders (including in their capacities as potential or actual Hedge Banks) irrevocably authorizes the Collateral Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all First Lien Obligations (other than (A) contingent indemnification obligations not yet accrued and payable and (B) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01 , if approved, authorized or ratified in writing by the Required Lenders;

(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11 . In each case as specified in this Section 9.11 , the Collateral Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from

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its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11 .

9.12 Secured Hedge Agreements . No Hedge Bank that obtains the benefits of Section 8.03 , any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral 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 IX to the contrary, none of the Administrative Agent or the Collateral Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, First Lien Obligations arising under Secured Hedge Agreements unless the Administrative Agent and the Collateral Agent have received written notice of such First Lien Obligations, together with such supporting documentation as the Administrative Agent or the Collateral may request, from the applicable Hedge Bank.

9.13 Other Agents; Arranger and Managers . None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “joint lead arranger” or “bookrunner” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

9.14 Appointment of Supplemental Administrative Agents .

(b) In the event that the Collateral Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers, privileges and duties with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Section 9.07 (obligating the Borrower to pay the

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Collateral Agent’s expenses and to indemnify the Collateral Agent) that refer to the Collateral Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Administrative Agent, as the context may require.

(c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Administrative Agent.

ARTICLE X
MISCELLANEOUS

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (x) the Administrative Agent and the Borrower may, with the consent of the other (and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents and (y) no such amendment, waiver or consent shall:

(a) extend or increase the Term Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that the

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waiver of any Event of Default, mandatory prepayment or mandatory reduction of the Term Commitments shall not constitute an extension or increase of any Term Commitment of any Lender);

(b) postpone any date scheduled for any payment of principal of, or interest on, any Term Loan or any fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(c) reduce the principal of, or the rate of interest specified herein on, any Term Loan or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided , however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change any provision of this Section 10.01 or the definition of “Required 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;

(e) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) release all or substantially all of the value of the guarantees made by the Guarantors, without the written consent of each Lender; or

(g) change (A) Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (B) the order of application of any prepayment of Term Loans set forth in the applicable provisions of Section 2.03(a) or 2.03(b) , respectively, in any manner that materially and adversely affects the Lenders under the Term Facility (or any Class thereof), without the written consent of the Required Lenders (or the majority Lenders with respect to such Class determined in a manner consistent with the definition of the “Required Lenders”);

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Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Persons providing any Specified Refinancing Debt to permit the refinancing of all outstanding Term Loans of any Class with replacement term loans in the amount of such Specified Refinancing Debt, to add such replacement term loans to this Agreement and to permit such replacement term loans and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof; (v) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; and (vi) this Agreement may be amended (or amended and restated) to the extent required to give effect of the provisions of Section 2.12 . Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Term Commitment of any Defaulting Lender may not be increased or extended, the maturity of any of its Term Loans may not be extended and the principal amount of any of its Term Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding anything to the contrary contained herein:

(A) (x) any Term Loans held by a Lender that is a Non-Debt Fund Affiliate shall be excluded in the determination of any “Required Lender” votes; (y) no such Lender shall have any right to (i) attend (including by telephone) any meeting, call or discussions (or portion thereof) among an Agent, an Arranger or any Lender to which representatives of the Borrower are not then present, (ii) receive any information or material prepared by an Agent, an Arranger or any Lender or any communication by or among an Agent, an Arranger and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives, (iii) make or bring (other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against an Agent (except with respect to any rights expressly retained by such Affiliated Lender under the Loan Documents, which shall not be required to be waived) or an Arranger, or (iv) receive advice of counsel to an Agent, an Arranger or any other Lender (other than counsel to the Affiliated Lenders), or challenge an Agent’s, an Arranger’s or any Lender’s attorney-client privilege and (z) each Affiliated Lender that is a Non-Debt Affiliate hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with

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respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any First Lien Obligations held by such Affiliated Lender in a disproportionately adverse manner to such Affiliated Lender than the proposed treatment of similar First Lien Obligations held by Lenders that are not Affiliated Lenders; and

(B) in connection with any “Required Lender” votes or Class votes with respect to any Class of Term Loans, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts includable in determining whether the “Required Lenders” or a majority of Lenders with respect to such Class have consented to any amendment, modification, waiver, consent or other action that is subject to such vote. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

Further, notwithstanding any provision herein to the contrary, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “ Loan Modification Offer ”) to all the Lenders of one or more Classes of Term Commitments or Term Loans under the Term Facility (the Term Facility subject to such a Loan Modification Offer, an “ Affected Facility ”) to make one or more Permitted Amendments (as defined below) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, or such shorter periods as are acceptable to the Administrative Agent). Permitted Amendments shall become effective only with respect to the Class(es) of Term Commitments or Term Loans of the Lenders under the Affected Facility that accept the applicable Loan Modification Offer (such Lenders, the “ Loan Modification Accepting Lenders ”) and, in the case of any Loan Modification Accepting Lender, only with respect to such Lender’s Term Commitments or Term Loans of such Class(es) under such Affected Facility as to which such Lender’s acceptance has been made. The Borrower and each Loan Modification Accepting Lender shall execute and deliver to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent giving effect to the Permitted Amendment (a “ Loan Modification Agreement ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Term Commitments and Term Loans of the Loan Modification Accepting Lenders under the Affected Facility. Notwithstanding the foregoing, no Permitted Amendment shall become effective under this paragraph unless the Administrative Agent shall have received all corporate documents, officers’ certificates or legal opinions consistent with those delivered on the Closing Date under Section 4.01 reasonably requested by the Administrative Agent. As used in this paragraph, “ Permitted Amendments ” shall be limited to (i) an extension of the final

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maturity date of the applicable Term Loans of the Loan Modification Accepting Lenders ( provided that such extension may not result in having more than two additional final maturity dates in any year, or more than three additional final maturity dates at any time, under this Agreement without the consent of the Administrative Agent), (ii) a reduction, elimination or extension of the scheduled amortization of the applicable Term Loans of the Loan Modification Accepting Lenders, (iii) a change in rate of interest (including a change to the Applicable Margin and any provision establishing a minimum rate), premium, or other amount with respect to the applicable Term Loans of the Loan Modification Accepting Lenders and/or a change in the payment of fees to the Loan Modification Accepting Lenders (such change and/or payments to be in the form of cash, Equity Interests or other property to the extent not prohibited by this Agreement); provided that any additional premiums pursuant to this clause (iii) shall apply to the applicable Term Loans of the Loan Modification Accepting Lenders after the Latest Maturity Date then in effect with respect to the Affected Facility and (iv) any other amendment to a Loan Document required to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence.

10.02 Notices; Effectiveness; Electronic Communications .

(i) if to the Borrower, the Administrative Agent or the Collateral Agent, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier 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 and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b) .

(b) Electronic Communications . Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under such Article II by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications

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pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the 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); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, 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.

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENTS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided , however , that in no event shall any Agent-Related Person have any liability to Holdings, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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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 Laws, to make reference to Borrower 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 Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, Collateral Agent and Lenders . The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement . No failure by any Lender, the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

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 Loan 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, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided , however , that the foregoing shall not prohibit (a) the Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.11 ), or (c) 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 Loan Party under any Debtor Relief Law; and provided , further , that if at any time there is no Person acting as the Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11 , any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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10.04 Expenses and Taxes . The Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arrangers for all reasonable costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Arrangers and, if necessary, of one local counsel in each relevant jurisdiction and of special and conflicts counsel), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Arranger and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring), including the fees, disbursements and other charges of counsel (limited to the fees, disbursements and other charges of one counsel to the Administrative Agent, the Collateral Agent and the Lenders taken as a whole, and, if necessary, of one local counsel in each relevant jurisdiction and of special counsel and, in the event of any conflict of interest, one additional counsel for the Administrative Agent, the Collateral Agent and each Lender subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01 . The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid within five (5) Business Days after invoiced or demand therefor. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other First Lien Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent, the Collateral Agent, any Arranger or any Lender, in its sole discretion.

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thereby, (b) any Term Commitment, Term Loan or the use or proposed use of the proceeds therefrom, (c) any Environmental Release of Hazardous Materials on or from any property currently owned, leased or operated by the Borrower, any Subsidiary or any other Loan Party or its Subsidiaries, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party (other than any Environmental Release or Environmental Liability resulting solely from acts or omissions by Persons other than the Borrower, its Subsidiaries or any other Loan Party, with respect to the applicable property after the Collateral Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure), (d) the Commitment Letter or the Fee Letter or (e) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such proceeding is brought by the Borrower or any other Person (all the foregoing, collectively, the “ Indemnified Liabilities ”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided , that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) arise from a dispute that does not involve any action or omission of the Borrower or any of its Affiliates and is solely among the Indemnitees (other than in connection with any such party acting in its capacity as an Arranger or an Agent) or (y) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliates’ bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other information transmission systems (including electronic telecommunications) in connection with this Agreement, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliate’s bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee or Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing shall not affect the Loan Parties’ indemnification obligations pursuant to this Section 10.05 . In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated.

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requested in accordance with this Section 10.05 that you reimburse such Indemnitee for legal or other expenses in connection with investigating, responding to or defending any claim, investigation, litigation or proceeding, which legal or other expenses are reimbursable pursuant to this Section 10.05 , you shall be liable for any settlement of any claim, investigation, litigation or proceeding effected without your written consent if (a) such settlement is entered into more than forty-five (45) days after such request for reimbursement is sent to you and (b) you shall not have reimbursed such Indemnitee in accordance with such request prior to the date of such settlement (unless such reimbursement request is subject to a good faith dispute). The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other First Lien Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes arising from a non-Tax claim, shall be covered by Section 3.01 and shall not be covered by this Section 10.05 .

10.06 Payments Set Aside . To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the First Lien Obligations and the termination of this Agreement.

10.07 Successors and Assigns .

(a) 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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (except as permitted by Section 7.04) , and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b) , (ii) by way of participation in accordance with the provisions of Section 10.07(d) , (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) , (iv) to an SPC in accordance with the provisions of Section 10.07(g) or (v) in accordance with Section 10.07(i) or 10.07(j) (and any other attempted assignment or transfer by any party hereto shall be null and void, subject to clause (y) of the proviso to clause (v) of Section 10.07( b ) ); provided that, for the avoidance of doubt, no assignments to the Borrower or any of its Affiliates shall be permitted other than in accordance with Section 10.07(i) or 10.07(j) . Nothing in this Agreement, expressed or implied, shall be construed to confer upon any

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Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) 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 Term Commitments and the Term Loans at the time owing to it); provided , that (i) (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Commitments and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount shall need to be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section, the aggregate amount of the Term Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Term Commitment is not then in effect, the outstanding principal balance of the Term 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 the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Commitments or the Term Loans assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Classes of Term Loans on a non- pro rata basis; (iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition (C) the consent of the Borrower (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, (2) such assignment is in respect of the Term Facility and is made to a Lender, an Affiliate of a Lender or an Approved Fund or (3) in connection with the primary syndication of the Term Facility, such assignment is made to a Lender that has been identified to and consented to by the Borrower prior to the Closing Date, provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (D) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent, in its sole discretion, may elect to waive such processing and recording fee in the case of any assignment); (v) no such assignment shall be made to (A) to

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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 (A) , (B) a natural person, (C) Holdings or any of its Subsidiaries or (D) absent the consent of the Borrower (which consent may be withheld in the sole discretion of the Borrower), to a Person (an “ Ineligible Assignee ”) disclosed on a list posted on the Platform prior to the Closing Date, as updated from time to time (but no more often than quarterly) by the Borrower to include competitors of the Borrower (but not other Persons) by posting a new such list of Ineligible Assignees on the Platform; provided that, notwithstanding anything to the contrary, (x) the Administrative Agent shall not have any obligation to determine whether any potential assignee is an Ineligible Assignee or any liability with respect to any assignment made to an Ineligible Assignee and (y) if any assignment is made to any Person that is an Ineligible Assignee without the consent of the Borrower, the loans and commitments held by such Person shall be deemed to not be outstanding for purposes of any amendment, waiver or consent hereunder, and such Person shall not be permitted to attend lender meetings or receive information prepared by the Agent or any Lender in connection with this Agreement; (vi) the assigning Lender shall deliver any Notes evidencing such Term Loans to the Borrower or the Administrative Agent; and (vii) 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 the 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 the Borrower and the Administrative Agent, the applicable pro rata share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Term Loans in accordance with its Pro Rata Share; provided that 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 the Administrative Agent pursuant to Section 10.07(c) , from and after the effective date specified in each Assignment and Assumption, the Eligible 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 3.01 , 3.04 , 3.05 , 10.04 , and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights

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or obligations under this Agreement that does not comply with this clause (b) 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 Section 10.07(d) .

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption and each Affiliated Lender Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and the Term Commitments of, and principal amounts (and related interest amounts) of the Term 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 manifest error, and the Borrower, the Agents 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, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as Defaulting Lender. The Register shall be available for inspection by the Borrower, any Agent and any Lender with respect to such Lender’s entry, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, an Ineligible Assignee or a Defaulting Lender) (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 Term Commitments and/or the Term 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 Borrower, the Agents 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; provided , further that the Administrative Agent shall not have any obligation to determine whether any potential Participant is an Ineligible Assignee or any liability with respect to any participation sold to an Ineligible Assignee. 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, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e) , the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender.

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participation to such Participant is made with the Borrower’s prior written consent, 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. A Participant shall not be entitled to the benefits of Section 3.01 and Section 3.04 unless such Participant agrees, for the benefit of the Borrower, to comply with obligations, restrictions and limitations under such Sections and Section 3.07 as though it were a Lender. Each Lender that sells a participation agrees to cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any Participant.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “ SPC ”) the option to provide all or any part of any Term Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided , that (i) nothing herein shall constitute a commitment by any SPC to fund any Term Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Term Loan, the Granting Lender shall be obligated to make such Term Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.10(b)(ii) . Each party hereto hereby agrees that an SPC shall be entitled to the benefits of Section 3.01 , 3.04 and 3.05 (subject to the requirements and the limitations of such Sections and the obligations to provide the forms and certifications pursuant to Section 3.01 as if it were a Lender); provided that neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01 , 3.04 or 3.05 ). Each party hereto further agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (ii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Term Loan by an SPC hereunder shall utilize the Term Commitment of the Granting Lender to the same extent, and as if, such Term Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not, other than in respect of matters unrelated to this Agreement or the transactions contemplated hereby, institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing

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fee of $3,500, assign all or any portion of its rights hereunder with respect to any Term Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Term Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Term Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07 , (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(i) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to Holdings, the Borrower or any of its Restricted Subsidiaries or to any Non-Debt Fund Affiliate, but only if:

(i) such assignment is made pursuant to an open market purchase;

(ii) no Default or Event of Default has occurred or is continuing or could result therefrom;

(iii) the assigning Lender and Affiliated Lender purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit E-2 hereto (an “ Affiliated Lender Assignment and Assumption ”) in lieu of an Assignment and Assumption;

(iv) after giving effect to such assignment, the Non-Debt Fund Affiliates shall not, in the aggregate, own or hold Term Loans with an aggregate principal amount in excess of 25% of the principal amount of all Term Loans then outstanding;

(v) in the case of any such assignment to Holdings, the Borrower or any of its Restricted Subsidiaries, Holdings, the Borrower or its Restricted Subsidiary, as the case may be, shall at the time of such assignment affirm the No Undisclosed Information Representation;

(vi) in the case of any such assignment to a Non-Debt Fund Affiliate, such Non-Debt Fund Affiliate shall be subject to the restrictions specified in clause (A) of the second to last paragraph of Section 10.01 ; and

(vii) any such Term Loans assigned to Holdings, the Borrower or any Restricted Subsidiary will be automatically and permanently cancelled at the time of such assignment.

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(j) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to any Debt Fund Affiliate, but only if:

(i) such assignment is made pursuant to an open market purchase; and

(ii) such Debt Fund Affiliate shall at all times after such assignment be subject to the restrictions specified in clause (B) of the second to last paragraph of Section 10.01 .

(k) Each Lender that sells a participation or grants any rights to an SPC, acting solely for this purpose as a non-fiduciary agent of the Borrower (solely for tax purposes), shall maintain a register on which it enters the name and address of (i) each SPC (other than any SPC that is treated as a disregarded entity of the Granting Lender for U.S. federal income tax purposes) that has exercised its option pursuant to Section 10.07(g) and (ii) each Participant, and the amount of each such SPC’s and Participant’s interest in such Lender’s rights and/or obligations under this Agreement (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 SPC or any information relating to a Participant’s or SPC’s interest in such Lender’s rights and/or obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such rights and/or obligations are 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 manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation or SPC interest.

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result of a breach of this Section 10.08 or (B) is independently developed by such Agent, Lender or any of their respective Affiliates; (i) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; or (j) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Term Commitments, and the Credit Extensions. For the purposes of this Section 10.08 , “ Information ” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08 ; provided , that, in the case of information received from a Loan Party after the Closing Date, 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 10.08 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.

Each of the Agents and the Lenders acknowledges that (i) the Information may include material non-public information concerning the Borrower, Holdings or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.09 Setoff . In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all First Lien Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such First Lien Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.13 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the First Lien Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each

163

Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have. Notwithstanding anything herein or in any other Loan Document to the contrary, in no event shall the assets of any Foreign Subsidiary of the Borrower or a Domestic Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code constitute security, or shall the proceeds of such assets be available for, payment of the First Lien Obligations of the Borrower or any Domestic Subsidiary, it being understood that (a) the Equity Interests of any Foreign Subsidiary that is directly owned by the Borrower or a Domestic Subsidiary do not constitute such an asset (and may be pledged to the extent set forth in Section 6.12 ) and (b) the provisions hereof shall not limit, reduce or otherwise diminish in any respect the Borrower’s obligations to make any mandatory prepayment pursuant to Section 2.03(b)(ii) .

10.10 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Term Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the First Lien Obligations hereunder.

10.11 Counterparts . This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually-signed original thereof; provided , that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission.

164

or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Term Loan or any other First Lien Obligation hereunder shall remain unpaid or unsatisfied.

10.15 Governing Law; Jurisdiction; Etc .

165

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 ANY ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.17 Binding Effect . This Agreement shall become effective when it shall have been executed by the Borrower, the Administrative Agent and the Collateral Agent and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04 .

166

10.18 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower, Holdings and their respective Subsidiaries and any Agent, any Arranger or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent, any Arranger or any Lender has advised or is advising any of the Borrower, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower, Holdings and their respective Subsidiaries, on the one hand, and the Agents, the Arrangers and the Lenders, on the other hand, (C) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (D) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents, the Arrangers and the Lenders each is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) none of the Agents, the Arrangers and the Lenders has any obligation to the Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings and their respective Affiliates, and none of the Agents, the Arrangers, the Lenders or any of their respective Affiliates has any obligation to disclose any of such interests and transactions to the Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Agents, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

167

(iii) have other relationships with the Borrower, Holdings and their respective Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons. It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrower, Holdings and their respective Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.

10.20 Electronic Execution of Assignments and Certain Other Documents . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) 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.

10.21 USA PATRIOT ACT; “Know Your Customer” Checks .

(a) Each Lender that is subject to the PATRIOT Act (as hereinafter defined) or other applicable “know your customer” and anti-money laundering rules and regulations and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ PATRIOT Act ”) or other applicable “know your customer” and anti-money laundering rules and regulations, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

168

the case of the event described in clause (iv) above, on behalf of any prospective Lender), in order for the Administrative Agent, such Lender, such prospective Lender to carry out and be satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Loan Documents.

10.22 Keepwell . Each Qualified ECP Loan Party 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 Loan Party to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.22, or otherwise under this Agreement, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 10.22 shall remain in full force and effect so long as any Term Loan or other First Lien Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied. Each Qualified ECP Loan Party intends that this Section 10.22 constitute, and this Section 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

10.23 Intercreditor Agreements .

Each of the Lenders hereby acknowledges that it has received and reviewed the Term Intercreditor Agreement and the ABL/Term Intercreditor Agreement and agrees to be bound by the terms thereof. Each Lender (and each Person that becomes a Lender under this Agreement) hereby authorizes and directs the Collateral Agent to enter into the Intercreditor Agreements on behalf of such Lender and agrees that the Collateral Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreements. In addition, each Lender and Agent acknowledge and agree that (a) the rights and remedies of the Agents and Lenders hereunder and under the other Loan Documents are subject to the Intercreditor Agreements and (b) in the event of a conflict, the provisions of the Intercreditor Agreements shall control.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

169

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

GYP HOLDINGS III CORP.

By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President and Assistant Secretary


GYP HOLDINGS II CORP.

By:	/s/ Justin de La Chapelle
	Name:	Justin de La Chapelle
	Title:	Vice President and Assistant Secretary

[Signature Page to the First Lien Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent,
Collateral Agent and Term Lender


By:	/s/ Judith Smith
	Name:	Judith Smith
	Title:	Authorized Signatory


By:	/s/ Michael D’onofrio
	Name:	Michael D’onofrio
	Title:	Authorized Signatory

[Signature Page to the First Lien Credit Agreement]

Schedule I to
the Credit Agreement

GUARANTORS

1. Capitol Building Supply, Inc.

2. Capitol Interior Products, Inc.

3. Capitol Materials of Savannah, Inc.

4. Capitol Materials, Incorporated

5. Carter Hardware Company

6. Chaparral Materials, Inc.

7. Cherokee Building Materials of OKC, Inc.

8. Cherokee Building Materials, Inc.

9. Coastal Interior Products, Inc.

10. Colonial Materials of Fayetteville, Inc.

11. Colonial Materials, Inc.

12. Commercial Interior Products, Inc.

13. Commonwealth Building Materials, Inc.

14. Cowtown Materials, Inc.

15. Eastex Materials, Inc.

16. Gator Gypsum, Inc.

17. GMS Strategic Solutions, Inc.

18. GTS Drywall Supply Company

19. GYP Holdings II Corp.

20. Gypsum Management and Supply, Inc.

21. Hill Country Materials, Inc.

22. Lone Star Materials, Inc.

23. Longhorn Building Materials, Inc.

24. Missouri Drywall Supply, Inc.

25. Pioneer Materials West, Inc.

26. Pioneer Materials, Inc.

27. Rio Grande Building Materials, Inc.

28. Rocket Installation, Inc.

29. Rocky Top Materials, Inc.

30. State Line Building Supply, Inc.

31. Sun Valley Interior Supply, Inc.

32. Tamarack Materials Dakota, Inc.

33. Tamarack Materials Northland, Inc.

34. Tamarack Materials of Rochester, Inc.

35. Tamarack Materials, Inc.

36. Tejas Materials, Inc.

37. Tool Source Warehouse, Inc.

38. Tucker Acoustical Products, Inc.

39. Tucker Materials of Columbia, Inc.

40. Tucker Materials of Myrtle Beach, Inc.

41. Tucker Materials, Inc.

42. Wildcat Materials, Inc.

Schedule II to
the Credit Agreement

IMMATERIAL SUBSIDIARIES

None.

Schedule 2.01 to
the Credit Agreement

TERM COMMITMENTS AND PRO RATA SHARES

Term Facility

Name of Lender	Commitment		Pro Rata Share
Credit Suisse AG	$	390,000,000	100	%
Total	$	390,000,000	100	%

Schedule 4.01(a)(viii) to
the Credit Agreement

LOCAL COUNSEL

· Sutherland Asbill & Brennan LLP, 999 Peachtree Street, NE, Suite 2300, Atlanta, GA 30309-3996

Schedule 5.08(b) to
the Credit Agreement

MATERIAL REAL PROPERTY

Record Owner		Address
Capitol Building Supply, Inc.		6813 Quad Avenue, Baltimore, MD 21237
Chaparral Materials, Inc.		4220 Stanley Drive, Rio Rancho, NM 87144
GTS Drywall Supply Company		10819 120th Avenue NE, Kirkland, WA 98033
Tamarack Materials, Inc.		9300 James Avenue S., Bloomington, MN 55431
Gypsum Management and Supply, Inc.		7271 S. Eagle Street, Centennial, CO 80112
Tejas Materials, Inc.		1902 Weber Street, Houston, TX 77007-2809

Schedule 5.09 to
the Credit Agreement

ENVIRONMENTAL MATTERS

None.

Schedule 5.11(d) to
the Credit Agreement

PENSION PLANS

Plan

1. Teamsters National 401(k) Savings Plan

2. Minnesota Teamsters Member 401(k) Plan

3. Teamsters Local 346 Savings and 401(k) Plan

4. Construction Industry Laborers Welfare Fund

5. Local 682 Health and Welfare Trust Fund

6. Construction Laborers Pension Fund

Schedule 5.12 to
the Credit Agreement

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS
(upon the consummation of the Acquisition)

	Entity Name	Jurisdiction of Organization
1.	Coastal Interior Products, Inc.**	AL
2.	Pioneer Materials West, Inc. **	CO
3.	State Line Building Supply, Inc. **	DE
4.	GYP Holdings III Corp.	DE
5.	Gator Gypsum, Inc. **	FL
6.	Capitol Interior Products, Inc. **	GA
7.	Capitol Materials of Savannah, Inc. **	GA
8.	Capitol Materials, Incorporated **	GA
9.	GMS Strategic Solutions, Inc. **	GA
10.	Gypsum Management and Supply, Inc. **	GA
11.	Rocket Installation, Inc. **	GA
12.	Sun Valley Interior Supply, Inc. **	GA
13.	Tamarack Materials Dakota, Inc. **	GA
14.	Tamarack Materials of Rochester, Inc. **	GA
15.	Tool Source Warehouse, Inc. **	GA
16.	Tucker Acoustical Products, Inc. **	GA
17.	Tucker Materials, Inc. **	GA
18.	Pioneer Materials, Inc. **	KS
19.	Tamarack Materials Northland, Inc. **	MN
20.	Tamarack Materials, Inc. **	MN
21.	Missouri Drywall Supply, Inc. **	MO
22.	Wildcat Materials, Inc. **	MO

	Entity Name	Jurisdiction of Organization
23.	Colonial Materials of Fayetteville, Inc. **	NC
24.	Colonial Materials, Inc. **	NC
25.	Chaparral Materials, Inc. **	NM
26.	Cherokee Building Materials of OKC, Inc. **	OK
27.	Cherokee Building Materials, Inc. **	OK
28.	Tucker Materials of Columbia, Inc. **	SC
29.	Tucker Materials of Myrtle Beach, Inc. **	SC
30.	Carter Hardware Company **	TN
31.	Rocky Top Materials, Inc. **	TN
32.	Commercial Interior Products, Inc. **	TX
33.	Cowtown Materials, Inc. **	TX
34.	Eastex Materials, Inc. **	TX
35.	Hill Country Materials, Inc. **	TX
36.	Lone Star Materials, Inc. **	TX
37.	Longhorn Building Materials, Inc. **	TX
38.	Rio Grande Building Materials, Inc. **	TX
39.	Tejas Materials, Inc. **	TX
40.	Capitol Building Supply, Inc. **	VA
41.	Commonwealth Building Materials, Inc. **	VA
42.	GTS Drywall Supply Company**	WA

** Guarantors on the Closing Date (see Schedule I)

JOINT VENTURES

None.

PARTNERSHIPS

Grantor	Partnership	Description
Capitol Building Supply, Inc.	Winchester Property Partners	Owns real property in Winchester, VA leased to Grantor partner.
Tucker Materials, Inc.	Tucker Acoustical Holdings	Owns real property in Greenville, SC leased to Grantor partner.
Tucker Materials, Inc.	South Park Investments	Owns real property in Greenville, SC leased to Grantor partner.
Colonial Materials, Inc.	Colonial Investments	Owns real property in Charlotte, NC leased to Grantor partner.
Chaparral Materials	Mesa Land and Cattle	Owns real property in Albuquerque, NM leased to Grantor partner.
Pioneer Materials West, Inc.	Blue Sky Investments	Owns real property in Silverthorne, CO leased to Grantor partner.
Pioneer Materials West, Inc.	Silverthorne Holdings`	Owns real property in Silverthorne, CO leased to Grantor partner.
GTS Drywall Supply Co.	Four Star Enterprises	Owns real property in Rathdrum, ID leased to Grantor partner.
Rocky Top Materials, Inc.	Brownlee Investments	Owns real property in Pigeon Forge, TN leased to Grantor partner.
Capitol Materials, Inc.	Capitol Acquisitions	Owns real property in Jasper, GA leased to Grantor partner.

Schedule 5.16 to
the Credit Agreement

INTELLECTUAL PROPERTY

I. PATENTS

None.

II. DOMAIN NAMES AND TRADEMARKS

DOMAIN NAMES

Domain Name		Registrant
cbsi.net		Capitol Building Supply, Inc.
capitol-interior-products.com		Capitol Building Supply, Inc.
capitolinteriorproducts.net		Capitol Building Supply, Inc.
cbsi.net		Capitol Building Supply, Inc.
festoolcompany.com		Capitol Building Supply, Inc.
festooldrywallsander.com		Capitol Building Supply, Inc.
festoolplanex.net		Capitol Building Supply, Inc.
festoolplanexsander.com		Capitol Building Supply, Inc.
festoolproductdc.com		Capitol Building Supply, Inc.
festoolproductmd.com		Capitol Building Supply, Inc.
festoolproductsva.com		Capitol Building Supply, Inc.
festoolproductva.com		Capitol Building Supply, Inc.
festoolsales.com		Capitol Building Supply, Inc.
festoolsander.net		Capitol Building Supply, Inc.
festoolservice.com		Capitol Building Supply, Inc.
festoolsupershop.com		Capitol Building Supply, Inc.

Domain Name		Registrant
festoolsupply.com		Capitol Building Supply, Inc.
festoolubershop.com		Capitol Building Supply, Inc.
planexdrywallsander.com		Capitol Building Supply, Inc.
planexsander.com		Capitol Building Supply, Inc.
stateline-supply.com		Capitol Building Supply, Inc.
cbsigms.com		Capitol Building Supply, Inc.
capitolmaterialsinc.com		Capitol Materials, Incorporated
capmat.net		Capitol Materials, Incorporated
chaparralmaterials.com		Chaparral Materials, Inc.
colonialmaterials.com		Colonial Materials, Inc.
cowtownmaterials.com		Cowtown Materials, Inc.
gtsinteriorsupply.com		GTS Drywall Supply Company
capitolinteriorproducts.com		Gypsum Management and Supply, Inc.
maminc.com		Gypsum Management and Supply, Inc.
capjax.net		Gypsum Management and Supply, Inc.
capmat.com		Gypsum Management and Supply, Inc.
cbmi-va.com		Gypsum Management and Supply, Inc.
cherbmi.com		Gypsum Management and Supply, Inc.
ciphouston.com		Gypsum Management and Supply, Inc.
cmifay.com		Gypsum Management and Supply, Inc.
cmijax.com		Gypsum Management and Supply, Inc.
cmisav.com		Gypsum Management and Supply, Inc.
cmiwil.com		Gypsum Management and Supply, Inc.
coastalint.com		Gypsum Management and Supply, Inc.
eastexmaterials.com		Gypsum Management and Supply, Inc.
flintrivermaterials.com		Gypsum Management and Supply, Inc.
gatorbld.com		Gypsum Management and Supply, Inc.
gatorgypsum.com		Gypsum Management and Supply, Inc.
gms-inc.com		Gypsum Management and Supply, Inc.
gms.com		Gypsum Management and Supply, Inc.
gmsfax.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
gmsinternal.com		Gypsum Management and Supply, Inc.
gmsyard.com		Gypsum Management and Supply, Inc.
jobsiteready.com		Gypsum Management and Supply, Inc.
hillcountrymaterials.com		Gypsum Management and Supply, Inc.
lonestarmaterials.com		Gypsum Management and Supply, Inc.
longhornmaterials.com		Gypsum Management and Supply, Inc.
maverickmaterials.com		Gypsum Management and Supply, Inc.
mavmat.com		Gypsum Management and Supply, Inc.
missouridrywall.com		Gypsum Management and Supply, Inc.
modrywall.com		Gypsum Management and Supply, Inc.
pioneermaterials.net		Gypsum Management and Supply, Inc.
pioneermaterialswest.com		Gypsum Management and Supply, Inc.
rocketinstallation.com		Gypsum Management and Supply, Inc.
shenandoahbuildingsupply.com		Gypsum Management and Supply, Inc.
slbsupply.com		Gypsum Management and Supply, Inc.
statelinebuildingsupply.com		Gypsum Management and Supply, Inc.
tamarackmaterialsnorthland.com		Gypsum Management and Supply, Inc.
tamaracknorthland.com		Gypsum Management and Supply, Inc.
texarkanamaterials.com		Gypsum Management and Supply, Inc.
tidewaterip.com		Gypsum Management and Supply, Inc.
Tool-source.com		Gypsum Management and Supply, Inc.
toolsourceexpress.biz		Gypsum Management and Supply, Inc.
toolsourceexpress.com		Gypsum Management and Supply, Inc.
trianglematerials.com		Gypsum Management and Supply, Inc.
tswfast.com		Gypsum Management and Supply, Inc.
tswonline.com		Gypsum Management and Supply, Inc.
tuckeracoustical.com		Gypsum Management and Supply, Inc.
tuckercolumbia.com		Gypsum Management and Supply, Inc.
tuckergrn.com		Gypsum Management and Supply, Inc.
tuckermaterials.net		Gypsum Management and Supply, Inc.
tuckermaterialsinc.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
tuckermb.com		Gypsum Management and Supply, Inc.
valintpro.com		Gypsum Management and Supply, Inc.
valleyinterioronline.com		Gypsum Management and Supply, Inc.
vipgms.com		Gypsum Management and Supply, Inc.
vulcaninteriorproducts.com		Gypsum Management and Supply, Inc.
wilcat.com		Gypsum Management and Supply, Inc.
pioneerws.com		Pioneer Materials West, Inc.
tejasmaterials.com		Tejas Materials, Inc.

US TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012

GTS	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012
Tejas Materials and steer head design	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012
Tucker Acoustical Products, Inc.	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012
Valley Interior Products	85/303,774	25-Apr-2011	4,090,155	24-Jan-2012

FOREIGN TRADEMARKS AND TRADEMARK APPLICATIONS

None.

III. Trade Names

Entity		Trade Name(s)
Capitol Materials, Incorporated		Capitol Materials of Alabama, Inc.
Carter Hardware Company		Valley Interior Products, Inc.

Chaparral Materials, Inc.		Rocket Installation, Inc.
Cowtown Materials, Inc.		Rio Grande Building Materials, Inc.
Eastex Materials, Inc.		Louisiana Acoustical & Drywall Materials, Inc.; Texarkana Materials, Inc.
GTS Drywall Supply Company		GTS Interior Supply Company, Inc.
Pioneer Materials West, Inc.		Pioneer Materials West Slope, Inc.
Rocky Top Materials, Inc.		River Bend Materials, Inc.
Sun Valley Interior Supply, Inc.		Sun Valley Supply

IV. Registered Copyrights

None.

V. Exclusive Copyright Licenses

None.

Schedule 5.18 to
the Credit Agreement

LABOR MATTERS

COMPLETE LIST OF MATERIAL COLLECTIVE BARGAINING AGREEMENTS

Agreement		Date
Collective bargaining agreement made by and between Missouri Drywall Supply, Inc. and the Eastern Missouri Laborers’ District Council, Laborers’ International Union of North America, AFL-CIO and its affiliated Locals		March 15, 2013
Collective bargaining agreement made by and between Missouri Drywall Supply, Inc. and the Construction, Building Material, Ice and Coal, Laundry and Dry Cleaning, Meat and Food Products Drivers, Helpers, Warehousemen, Yardmen, Salesmen and Allied Workers, Local Union No. 682, affiliated with the International Brotherhood of Teamsters		March 16, 2013
Collective Bargaining agreement made by and between Tamarack Materials, Inc. (Bloomington and Cedar, Minnesota Facilities) and Teamsters Local No. 120, affiliated with the International Brotherhood of Teamsters		September 11, 2011
Collective bargaining agreement made by and between Tamarack Materials, Northland, Inc. (Duluth, Minnesota area) and Teamsters Local No. 346, affiliated with the International Brotherhood of Teamsters		September 1, 2011
Collective bargaining agreement made by and between Tamarack Materials, Northland, Inc. (St. Cloud, Minnesota area) and Teamsters Local No. 120, affiliated with the International Brotherhood of Teamsters		September 11, 2011

Schedule 6.14 to
the Credit Agreement

INITIAL MORTGAGED PROPERTIES (1)

Record Owner		Address
Capitol Building Supply, Inc.		6813 Quad Avenue, Baltimore, MD 21237
Tejas Materials, Inc.		1902 Weber Street, Houston, TX 77007-2809
Tamarack Materials, Inc.		9300 James Avenue S., Bloomington, MN 55431
Gypsum Management and Supply, Inc.		7271 S. Eagle Street, Centennial, CO 80112
Chaparral Materials, Inc.		4220 Stanley Drive, Rio Rancho, NM 87144
GTS Drywall Supply Company		10819 120th Avenue NE, Kirkland, WA 98033

(1) All interests in real property with a fair market value of $2.5 million or more owned by Grantor/Subsidiaries. All Mortgages to be entered into post-closing.

Schedule 7.01 to
the Credit Agreement

EXISTING LIENS

Loan Party		Secured Party		Collateral Description		Date
Tool Source Warehouse, Inc.		Gwinnett Industries, Inc.		Capital Lease		Matures on August 1, 2015

Schedule 7.02 to
the Credit Agreement

EXISTING INVESTMENTS

Equity Investments in the Subsidiaries set forth on Schedule 5.12.

Schedule 7.03 to
the Credit Agreement

EXISTING INDEBTEDNESS

A. Capital Leases :

i. Tool Source Warehouse owes approximately $1,642,110 to Gwinnett Industries, Inc. under a Capital Lease that matures on August 1, 2015.

B. Surety Bonds :

i. Chaparral Materials Inc. DBA Rocket Installation is the principal of a $10 million surety bond issued by RLI Group to the State of New Mexico as obligee.

ii. Rocket Installation Inc., is the principal of a $10,000 surety bond issued by RLI Group to obligee the State of New Mexico as obligee.

iii. Cowtown Materials Inc. is the principal of a $15,000 surety bond issued by RLI Group to the Texas Department of Transportation as obligee.

iv. Gypsum Management and Supply, Inc is the principal of a $5,000 surety bond issued by Zurich Insurance Group to the City of Tacoma, Washington as obligee.

v. Gator Gypsum, Inc. is the principal of a $7,000 surety bond issued by Zurich Insurance Group to the State of Florida as obligee.

vi. Lone Star Materials, Inc. is the principal of a $15,000 surety bond issued by Zurich Insurance Group to the Texas Department of Transportation as obligee.

vii. GTS Drywall Supply Co. Inc. is the principal of a $625,000 surety bond issued by Zurich Insurance Group to the State of Washington as obligee.

Schedule 7.08 to
the Credit Agreement

EXISTING AFFILIATE TRANSACTIONS

None.

Schedule 10.02 to
the Credit Agreement

ADMINISTRATIVE AGENTS’ OFFICES, CERTAIN ADDRESSES FOR NOTICES

BORROWER’S ADDRESS

Gypsum Management and Supply, Inc.

1825 Fellowship Road

P.O. Box 1528

Tucker, Georgia 30085-1528

Attention: Alan Adams, Chief Financial Officer

Phone: 770-939-1711

Fax: 770-491-9487

Email: alan@gms.com

With a copy to:

Jack Hawkins

Phone: 770-723-3355

Fax: 770-491-9487

Email: jack.hawkins@gms.com

-and-

Lisha D’Emilio

Phone: 770-723-3373

Fax: 770-491-9487

Email: lisha.demilio@gms.com

ADMININSTRATIVE AGENT’S ADDRESS

Credit Suisse AG

Attn: Loan Operations — Agency Manager

Eleven Madison Avenue., 23 rd Floor

Phone: 919-994-6369

New York, NY 10010

Fax: 212-322-2291

Email: agency.loanops@credit-suisse.com

COLLATERAL AGENT’S ADDRESS

Credit Suisse AG

Eleven Madison Avenue, 23 rd Floor

New York, NY 10010

Attention: Loan Operations — Boutique Management

Tel: (212) 538-3525

Fax: 212-325-8315

Email: ops-collateral@credit-suisse.com

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date: ,

To: Credit Suisse AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent. The undersigned hereby requests (select one):

o A Borrowing of Term Loans o A conversion or continuation of Term Loans

Date of Term Loan (a Business Day)

*Amount*
*Type of Term Loan*	o Base Rate Loan o Eurodollar Rate Loan
*Interest Period in months* *(for Eurodollar Rate Loan)*

*Wire Instructions*

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

	GYP HOLDINGS III CORP.


	By:
	Name:
	Title:

EXHIBIT B

[Reserved.]

EXHIBIT C

FORM OF NOTE

FOR VALUE RECEIVED, the undersigned (the “ Borrower ”), hereby promises to pay to or registered assigns (the “ Lender ”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”; the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

	GYP HOLDINGS III CORP.


	By:
	Name:
	Title:

[ Signature Page to Note ]

TERM LOANS AND PAYMENTS WITH RESPECT THERETO

Date

Type of
Term Loan
Made

Amount of
Term Loan
Made

End of
Interest
Period

Amount of
Principal or
Interest
Paid This
Date

Outstanding
Principal
Balance
This Date

Notation
Made By

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:

To: Credit Suisse AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes.

[select one.]

[To the knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[The following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

[ Use following paragraph 3 if delivery of a Compliance Certificate is required under the Agreement to demonstrate calculation of any of the financial ratios set forth on Schedule 2 ]

3. The financial calculations, analyses and information set forth on Schedule 2 attached hereto are delivered in compliance with the applicable provisions of the Agreement requiring delivery thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of , .

	GYP HOLDINGS III CORP.


	By:
	Name:
	Title:

[Signature Page to Compliance Certificate]

For the Quarter/Year ended of (“ Statement Date ”)

SCHEDULE 1
Financial Statements
(See Attached)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

[If calculation of the First Lien Leverage Ratio is required, please use the following table:]

A. Consolidated EBITDA

1. Consolidated Net Income		$

2. An amount which, in the determination of Consolidated Net Income, has been deducted for (other than clause (xix) below), without duplication,

(i) total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Leases, (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness, (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and (g) any expensing of bridge, commitment and other financing fees) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate or currency risk, net of interest income and gains on such hedging obligations,		$

(ii) provision for taxes based on income, profits or capital of the Borrower and its Restricted Subsidiaries, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes or arising from any tax examinations		$

(iii) depreciation and amortization expense (including amortization of intangible assets)		$

(iv) non-cash expenses resulting from any employee benefit or management compensation plan or the grant of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs to		$

employees of Holdings, the Borrower or any Restricted Subsidiary pursuant to a written plan or agreement or the treatment of such options under variable plan accounting

(v) any costs or expenses incurred 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 Equity Interests of Holdings (other than Disqualified Equity Interests)		$

(vi) all extraordinary, non-recurring or unusual losses and charges		$

(vii) costs and expenses in connection with branch startups; provided that the aggregate amount of add backs made pursuant to this clause (vii), when added to the aggregate amount of add backs pursuant to clauses (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (vii) or clauses (ix) or (xix) below)		$

(viii) cash fees and expenses (including Sponsor deal fees) and employee bonuses incurred in connection with, or in anticipation of, the Transactions		$

(ix) cash restructuring charges or reserves and business optimization expense, including any restructuring costs and integration costs incurred in connection with Permitted Acquisitions after the Closing Date, project start-up costs, costs related to the closure and/or consolidation of facilities, retention charges, contract termination costs, recruiting, retention, relocation, severance and signing bonuses and expenses, systems establishment costs, conversion costs and excess pension charges, consulting fees and any one-time expense relating to enhanced accounting function, or costs associated with becoming a public company or any other costs (including legal services costs) incurred in connection with any of the foregoing; provided that the aggregate amount of add backs made pursuant to this clause (ix), when added to the aggregate amount of add backs pursuant to clause (vii) above and		$

clause (xix) below, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (ix), clause (vii) above or clause (xix) below)

(x) transaction fees and expenses (including those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance, any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers of the Loan Documents, the ABL Loan Documents or the Second Lien Loan Documents, in each case, whether or not consummated)		$

(xi) any losses (or minus any gains) realized upon the disposition of property outside of the ordinary course of business		$

(xii) any (x) expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any permitted Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition of assets or (y) expenses, charges or losses with respect to liability or casualty events or business interruption covered by insurance, in each case to the extent actually reimbursed, or, so long as the Borrower has made a determination that reasonable evidence exists that such indemnification or reimbursement will be made, and only to the extent that such amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing and (B) in fact indemnified or reimbursed within 365 days after such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period)		$

(xiii) management fees (or special dividends in lieu thereof) permitted under Section 7.08(d) of the Agreement		$

(xiv) any non-cash purchase accounting adjustment and any step-ups with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment permitted under Section 7.02 of the Agreement		$

(xv) non-cash losses from Joint Ventures and non-cash minority interest reductions		$

(xvi) fees and expenses in connection with debt exchanges or refinancings permitted under Section 7.13 of the Agreement		$

(xvii) other expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item in such period or any future period		$

(xviii) losses recognized and expenses incurred in connection with the effect of currency and exchange rate fluctuations on intercompany balances and other balance sheet items, and		$

(xix) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies projected by the Borrower in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with the Transactions or any acquisition or disposition by the Borrower or any Restricted Subsidiary, any operational changes (including without limitation, operational changes arising out of the modification of contractual arrangements (including, without limitation, renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 6.02 of the Agreement, certifying that (x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower, and (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions and synergies in connection with the Transactions, 18 months after the Closing Date and (II) in all other cases, within 18 months after the consummation of the acquisition, disposition or any operational change, which is expected to result in such cost savings, expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (xix) to the extent duplicative of any expenses or charges		$

otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (C) to the extent that any cost savings, operating expense reductions and synergies are not associated with the Transactions, all steps shall have been taken for realizing such savings, (D) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (xix) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and (E) the aggregate amount of add backs made pursuant to this clause (xix), when added to the aggregate amount of add backs pursuant to clauses (vii) and (ix) above, shall not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to clauses (vii) and (ix) above or this clause (xix))

2.1 Total (Lines A.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii) + (ix) + (x) + (xi) + (xii) + (xiii) + (xiv) + (xv) + (xvi) + (xvii) + (xviii) + (xix))		$

3. An amount which, in the determination of Consolidated Net Income, has been included for:

(i) federal, state, local and foreign income tax credits and refunds (to the extent not netted from tax expense		$

(ii) non-recurring income or gains from discontinued operations		$

(iii) all extraordinary, non-recurring or unusual gains and non-cash income during such period		$

(iv) any gains realized upon the disposition of property outside of the ordinary course of business		$

(v) the amount of Restricted Payments permitted under Sections 7.06(e)(i) , 7.06(e)(ii) , 7.06(e)(iii) , 7.06(e)(viii) and 7.06(i) of the Agreement (except to the extent that (x) the amount paid with such Restricted Payments would not, if the respective expense or other item had been incurred directly by the Borrower, have reduced Consolidated EBITDA determined in accordance with this definition or (y) such Restricted Payment is paid by the Borrower in respect of an expense or other item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated pursuant to its definition in the Agreement)		$

3.1 Total (Lines A.3(i) + (ii) + (iii) + (iv) + (v))		$

4. Unrealized losses/gains in respect of Swap Contracts, all as determined in accordance with GAAP		$

5. Consolidated EBITDA for four consecutive fiscal quarters ending on the above date (Line A.1 + Line A.2.1 - Line A.3.1 (+/-) Line A.4)		$

B. Consolidated Funded First Lien Indebtedness at Statement Date:		$

1. All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

2. Excluding:

(i) all Indebtedness that is not secured by a first priority Lien on any Collateral (other than Liens permitted under Section 7.01(i) of the Agreement)		$

(ii) all Indebtedness that is secured by a first priority Lien on any Collateral but is subordinated in right of payment to the First Lien Obligations		$

(iii) the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,		$

(iv) net obligations under any Swap Contract,

(v) any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,		$

(vi) any deferred compensation arrangements,		$

(vii) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,		$

(viii) obligations in respect of letters of credit, bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded First Lien Indebtedness until one (1) Business Day after such		$

amount is drawn

2.1 Total (Lines B.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii))		$

3. All Consolidated Funded Indebtedness constituting ABL Obligations (see final chart below for calculation of Consolidated Funded Indebtedness)		$

4. Consolidated Funded First Lien Indebtedness ((Line B.1 — Line B.2.1) + Line B.3)		$

C. First Lien Leverage Ratio

1. Consolidated Funded First Lien Indebtedness (Line B.4)		$

2. Cash and Cash Equivalents on hand that are not Restricted		$

3. Cash and Cash Equivalents restricted in favor of the Administrative Agent, the Collateral Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender, ABL Lender or any Second Lien Lender		$

4. Seasonal ABL Indebtedness in an amount not to exceed $20,000,000		$

5. Total (Line C.1 — (C.2 + C.3 + C.4))		$

6. First Lien Leverage Ratio (Line C.5 ÷ Line A.5)		:1.00

[If calculation of the Secured Leverage Ratio is required, please use the following table:]

A. Consolidated Funded Secured Indebtedness at Calculation Date:		$

1. All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

2. Excluding:

(i) all Indebtedness that is not secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries		$

(ii) all Indebtedness that is secured by a Lien on assets of the Borrower or any of its Restricted Subsidiaries but is subordinated in right of payment to the First Lien Obligations		$

(iii) the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,		$

(iv) net obligations under any Swap Contract,

(v) any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,		$

(vi) any deferred compensation arrangements,		$

(vii) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,		$

(viii) obligations in respect of letters of credit, bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn		$

2.1 Total (Lines A.2(i) + (ii) + (iii) + (iv) + (v) + (vi) + (vii) + (viii))		$

3. Consolidated Funded Secured Indebtedness (Line A.1 — Line A.2.1)		$

B. Secured Leverage Ratio

1. Consolidated Funded Secured Indebtedness (Line A.3)		$

2. Cash and Cash Equivalents on hand that are not Restricted		$

3. Cash and Cash Equivalents restricted in favor of the Administrative Agent, the Collateral Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent, any Lender, any ABL Lender or any Second Lien Lender		$

4. Seasonal ABL Indebtedness in an amount not to exceed $20,000,000		$

5. Total (Line B.1 — (B.2 + B.3 + B.4))		$

6. Secured Leverage Ratio (Line B.5 ÷ Line A.5 from the first table above)		:1.00

[If calculation of the Total Leverage Ratio is required, please use the following table:]

A. Consolidated Funded Indebtedness at Calculation Date:		$

1. All Indebtedness of the Borrower and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (calculated (x) in the case of Indebtedness issued at a discount to its initial principal amount, on the entire principal amount thereof and (y) in the case of Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person, at such specified amount or, if less, the fair market value of such identified asset)		$

2. Excluding:

(i) the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition,		$

(ii) net obligations under any Swap Contract,

(iii) any earn-out obligation until such obligation becomes a liability on the balance sheet of the Borrower and its Restricted Subsidiaries,		$

(iv) any deferred compensation arrangements,		$

(v) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions,		$

(vi) obligations in respect of letters of credit, bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar instruments, except to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one (1) Business Day after such amount is drawn		$

2.1 Total (Lines A.2(i) + (ii) + (iii) + (iv) + (v) + (vi))		$

3. Consolidated Funded Indebtedness (Line A.1 — Line A.2.1)		$

B. Total Leverage Ratio

1. Consolidated Funded Indebtedness (Line A.3)		$

2. Cash and Cash Equivalents on hand that are not Restricted		$

3. Cash and Cash Equivalents restricted in favor of the Administrative Agent, the Collateral Agent, the ABL Administrative Agent, the ABL Collateral Agent, the Second Lien Administrative Agent, the Second Lien Collateral Agent,		$

any Lender, any ABL Lender or any Second Lien Lender

4. Seasonal ABL Indebtedness in an amount not to exceed $20,000,000		$

5. Total (Line B.1 — (B.2 + B.3 + B.4))		$

6. Total Leverage Ratio (Line B.5 ÷ Line A.5 from the first table above)		:1.00

SCHEDULE 3
to the Compliance Certificate

EXHIBIT E-1

FORM OF ASSIGNMENT AND ASSUMPTION

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the 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 Assignor’s rights and obligations 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 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). 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:

2. Assignee:

3. Borrower: GYP Holdings III Corp., a Delaware corporation

4. Administrative Agent: Credit Suisse AG

5. Credit Agreement: The First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”, among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Term Commitment/Term Loans for all Lenders*	Amount of Term Commitment/Term Loans Assigned*	Percentage Assigned of Term Commitment/Term Loans
Term Facility	$	$		%
Incremental First Lien Term Commitment	$	$		%

7. Trade Date:

Effective Date: , 20 [TO BE INSERTED BY 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:
		Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
		Title:

[Signature Page to Assignment and Assumption]

Consented to and Accepted:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent


By:
	Name:
	Title:


By:
	Name:
	Title:

[Signature Page to Assignment and Assumption]

Consented to:

GYP HOLDINGS III CORP.


By:
	Name:
	Title:] (1)

(1) To be included to the extent required.

[Signature Page to Assignment and Assumption]

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

EXHIBIT E-2

FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

This Affiliated Lender Assignment and Assumption (this “ 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 [Insert name of Assignee] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a 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, and the 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 Assignor’s rights and obligations 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 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). 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:

2. Assignee:

3. Borrower: GYP Holdings III Corp., a Delaware corporation

4. Administrative Agent: Credit Suisse AG

6. Assigned Interest:

Facility Assigned	Aggregate Amount of Term Commitment/Term Loans for all Lenders*	Amount of Term Commitment/Term Loans Assigned*	Percentage Assigned of Term Commitment/Term Loans
Term Facility	$	$		%
Incremental First Lien Term Commitment	$	$		%

7. Trade Date:

Effective Date: , 20 [TO BE INSERTED BY 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:
		Title:


	ASSIGNEE
	[NAME OF ASSIGNEE]


	By:
		Title:

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[Signature Page to Affiliated Lender Assignment and Assumption]

[Consented to and Accepted:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent


By:
	Name:
	Title:


By:
	Name:
	Title:

[Signature Page to Affiliated Lender Assignment and Assumption]

Consented to:

GYP HOLDINGS III CORP.


By:
	Name:
	Title:] (1)

(1) To be included to the extent required.

[Signature Page to Affiliated Lender Assignment and Assumption]

ANNEX 1 TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR
AFFILIATED LENDER 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 Assigned Interest, (ii) the 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) the sale and assignment of the Assigned Interest is made by this Assignment and Assumption in accordance with the terms and conditions contained in the Credit Agreement[, (v) it (A) is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended, (B) is bearing the economic risk of the transactions contemplated hereby, (C) has sufficient resources to bear such economic risk and (D) is selling and assigning the Assigned Interest for its own account and (vi) (A) it has made its own evaluation of all information (the “ Information ”) about Holdings and its Subsidiaries which it may have received from Holdings, any of its Subsidiaries, the Sponsor or any Agent and hereby understands, acknowledges and agrees that (1) the Information was not prepared with a view to being shared with others, and thus may not be suitable for its purposes, may not contain all of the information which the Assignor might deem material and does not contain all material information regarding Holdings and its Subsidiaries, (2) the Information may have been prepared based upon information provided to the Agents by Holdings, its Subsidiaries, the Sponsor or other sources and may not be accurate or complete, (3) unless otherwise agreed to by the Agents in writing, no Agent nor any affiliate, director, officer, employee, agent or adviser of any Agent (each, a “ Relevant Person ”) nor any of their respective representatives make any representation or warranty, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such Information or any assumptions upon which such Information is based, (4) no Relevant Person nor any of their respective representatives is acting as the Assignor’s broker or advisor, or has any fiduciary or other duty to the Assignor, in connection with or arising from the transactions contemplated hereby or any documents related thereto and (5) no Relevant Person nor any of their respective representatives is under any obligation or has any duty to provide access to or advise the Assignor or any other person of the existence of any additional Information or to review, update or correct any inaccuracy in any Information about Holdings or any of its Subsidiaries (or any assumptions upon which such Information is based) supplied by it or by any other person (including Holdings, any of its Subsidiaries and the Sponsor) or be otherwise liable to the Assignor or to any other person with respect to any such Information or assumptions and (B) it and its successors and assigns hereby irrevocably waive any claim or right of action against any Relevant Person or any of their respective representatives that might derive from any of the foregoing];(4) 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 the Borrower,

(1) Include clauses (v) and (vi) only if the Assignee is a Non-Debt Fund Affiliate.

any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The 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 is Holdings or a Subsidiary of Holdings or a Non-Debt Fund Affiliate],(5) (iii) this Assignment and Assumption is being made pursuant to an open market purchase, (iv) no Default has occurred or is continuing or would result from the consummation of the transactions contemplated by this Assignment and Assumption, (v) after giving effect to this Assignment and Assumption, the aggregate principal amount of all Term Loans held by all Non-Debt Fund Affiliates constitutes less than 25% of the aggregate principal amount of all Term Loans then outstanding, (vi) 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 Assigned Interest, shall have the obligations of a Lender thereunder, (vii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agents or any other Lender, [and] (viii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee[, (ix) it (A) is an accredited investor within the meaning of Regulation D under the Securities Act of 1933, as amended, (B) is bearing the economic risk of the transactions contemplated hereby, (C) has sufficient resources to bear such economic risk and (D) is acquiring the Assigned Interest for its own account, and (x) (A) it has made its own evaluation of all information (the “ Information ”) about Holdings and its Subsidiaries which it may have received from Holdings, any of its Subsidiaries, the Sponsor or any Agent and hereby understands, acknowledges and agrees that (1) the Information was not prepared with a view to being shared with others, and thus may not be suitable for its purposes, may not contain all of the information which the Assignee might deem material and does not contain all material information regarding Holdings and its Subsidiaries, (2) the Information may have been prepared based upon information provided to the Agents by Holdings, its Subsidiaries, the Sponsor or other sources and may not be accurate or complete, (3) unless otherwise agreed to by the Agents in writing, no Agent nor any affiliate, director, officer, employee, agent or adviser of any Agent (each, a “ Relevant Person ”) nor any of their respective representatives make any representation or warranty, express or implied, as to, or accepts or assumes any responsibility or liability of any kind for, the accuracy, reliability, adequacy, completeness or reasonableness of any such Information or any assumptions upon which such Information is based, (4) no Relevant Person nor any of their respective representatives is acting as the Assignee’s broker or advisor, or has any fiduciary or other duty to the Assignee, in connection with or arising from the transactions contemplated hereby or any documents related thereto and (5) no Relevant Person nor any of their respective representatives is under any obligation or has any duty to provide access to or advise the Assignee or any other person of the existence of any additional Information or to review, update or correct any

(2) Include clause (ii) only if the Assignee is Holdings or a Subsidiary of Holdings or a Non-Debt Fund Affiliate.

inaccuracy in any Information about Holdings or any of its Subsidiaries (or any assumptions upon which such Information is based) supplied by it or by any other person (including Holdings, any of its Subsidiaries and the Sponsor) or be otherwise liable to the Assignee or to any other person with respect to any such Information or assumptions and (B) it and its successors and assigns hereby irrevocably waive any claim or right of action against any Relevant Person or any of their respective representatives that might derive from any of the foregoing] (6) [and] (b) agrees that (i) it will, independently and without reliance on the Agents, the 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, (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 [and (iii) it will be subject to the restrictions specified in clause (A) of the second to last paragraph of Section 10.01 of the Credit Agreement](7) [; (c) affirms the No Undisclosed Information Representation;](8) [(d) agrees to automatically and permanently cancel all Term Loans purchased from the Assignor pursuant to this Assignment and Assumption immediately after the Effective Date].(9)

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

(3) Include clauses (ix) and (x) only if the Assignor is a Non-Debt Fund Affiliate.

(4) Include clause (iii) only if the Assignee is a Non-Debt Fund Affiliate.

(5) Include clause (c) only if the Assignee is Holdings, the Borrower or any of its Restricted Subsidiaries.

(6) Include clause (d) only if the Assignee is a Loan Party.

EXHIBIT E-3

FORM OF ADMINISTRATIVE QUESTIONNAIRE

[Deal Name]

Agent Information		Agent Closing Contact

Credit Suisse AG Eleven Madison Avenue New York, NY 10010		Candace Weaver Tel: +1 212 538 2903 E-Mail: candace.sorina@credit-suisse.com

Agent Wire Instructions

The Bank of New York Mellon ABA 021000018 Account Name: CS Agency Cayman Account Account Number: 8900492627

It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity.

Legal Name of Lender to appear in Documentation:

Signature Block Information:

· Signing Credit Agreement o Yes o No

· Coming in via Assignment o Yes o No

Type of Lender:

(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other-please specify)

Lender Parent:

Lender Domestic Address		Lender Eurodollar Address

Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc.

	Primary Credit Contact	Secondary Credit Contact
Name:
Company:
Title:
Address:

Telephone:
Facsimile:
E-Mail Address:

	Primary Credit Contact	Secondary Credit Contact
Name:
Company:
Title:
Address:

Telephone:
Facsimile:
E-Mail Address:

Lender’s Domestic Wire Instructions

Bank Name:
ABA/Routing No.:
Account Name:
Account No.:
FFC Account Name:
FFC Account No.:
Attention:
Reference:

Tax Documents

NON-U.S. LENDER INSTITUTIONS:

I. Beneficial Owners :

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and (for U.S. federal income tax purposes) is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN ( Certificate of Foreign Status of Beneficial Owner ), b.) Form W-8ECI ( Income Effectively Connected to a U.S. Trade or Business ), or c.) Form W-8EXP ( Certificate of Foreign Government or Governmental Agency ).

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

II. Non-beneficial Owners :

If your institution is organized outside the U.S., and is not, for U.S. federal income tax purposes, the beneficial owner of the interest and other income it receives under the Loan Documents, an original Form W-8IMY ( Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding ) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

III. U.S. Tax Compliance Certificate :

Forms of the U.S. Tax Compliance Certificate are attached as Exhibits N-1 through N-4. Please complete if applicable.

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9.

EXHIBIT F-1

FORM OF HOLDINGS GUARANTY

FIRST LIEN HOLDINGS GUARANTY

Dated as of April 1, 2014

between

GYP HOLDINGS II CORP.

as Holdings

and

CREDIT SUISSE AG

as Collateral Agent

T A B L E O F C O N T E N T S


Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	3

Section 4.	Subrogation	4

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	6

Section 8.	Amendments, Etc.	6

Section 9.	Notices, Etc.	6

Section 10.	No Waiver; Remedies	7

Section 11.	Expenses and Indemnification	7

Section 12.	Right of Set-off	7

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	8

Section 14.	Keepwell	8

Section 15.	Severability	8

Section 16.	Execution in Counterparts	9

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	9

FIRST LIEN HOLDINGS GUARANTY

FIRST LIEN HOLDINGS GUARANTY dated as of April 1, 2014 (this “ Guaranty ”) between GYP Holdings II Corp., a Delaware corporation (“ Holdings ”), and Credit Suisse AG, as Collateral Agent.

PRELIMINARY STATEMENT

GYP Holdings III Corp., a Delaware corporation (the “ Borrower ”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with Holdings, each Lender from time to time party thereto, and Credit Suisse AG, as Administrative Agent and as Collateral Agent. Holdings may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that Holdings shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Term Loans under the Credit Agreement and the Hedge Banks to enter into Secured Hedge Agreements from time to time and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability . (a) Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ,” provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the First Lien Obligations of Holdings hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and Holdings hereby irrevocably agree that the First Lien Obligations of Holdings under this Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of Holdings under this Guaranty not constituting a fraudulent transfer or conveyance.

Section 2. Guaranty Absolute . Holdings guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Holdings further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of Holdings under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against Holdings to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of Holdings under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and Holdings hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not Holdings has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed First Lien Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed First Lien Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed First Lien Obligations or any other First Lien Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, Holdings, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Holdings hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment, demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed First Lien Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Holdings hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed First Lien Obligations, whether existing now or in the future.

Section 4. Subrogation .

(a) Holdings hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of Holdings’ First Lien Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed First Lien Obligations and all other amounts payable under

this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term Commitments shall have expired or been terminated. If any amount shall be paid to Holdings in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Term Commitments and Term Loans and (c) the latest date of expiration or termination of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of Holdings and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed First Lien Obligations or other amounts payable under this Guaranty thereafter arising. If (i) Holdings shall make payment to any Secured Party of all or any part of the Guaranteed First Lien Obligations, (ii) all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Term Commitments and Term Loans shall have occurred and (iv) all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated, the Secured Parties will, at Holdings’ request and expense, execute and deliver to Holdings appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to Holdings of an interest in the Guaranteed First Lien Obligations resulting from such payment made by Holdings pursuant to this Guaranty.

(b) Notwithstanding any provision of this Guaranty to the contrary, all rights of Holdings under Section 4(a) and all other rights of Holdings of contribution or subrogation under applicable Law or otherwise shall be fully subordinated to the payment in full in cash of all the Guaranteed First Lien Obligations. Until the payment in full of the Guaranteed First Lien Obligations (other than contingent obligations that are not then due and payable), Holdings shall not demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to Holdings in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed First Lien Obligations. If any such payment or distribution is received by Holdings, it shall be held by Holdings in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Holdings to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of Holdings to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of any Subsidiary

Guarantor to make the payments required by Section 4(a) of the Subsidiary Guaranty shall in any respect limit the obligations and liabilities of Holdings with respect to its obligations hereunder, and Holdings shall remain liable for the full amount of the obligations of Holdings hereunder.

Section 6. Representations and Warranties . Holdings hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to Holdings and Holdings hereby further represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

Section 7. Covenants . Holdings covenants and agrees that, so long as any part of the Guaranteed First Lien Obligations shall remain unpaid, any Lender shall have any Term Commitment or any Secured Hedge Agreement shall be in effect, Holdings will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause Holdings or such Subsidiaries to perform or observe.

Section 8. Amendments, Etc . No amendment or waiver of any provision of this Guaranty and no consent to any departure by Holdings therefrom shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent, the Required Lenders and Holdings and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (a) reduce or limit the obligations of Holdings hereunder, release Holdings hereunder or otherwise limit Holdings’ liability with respect to the First Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents, (b) postpone any date fixed for payment hereunder or (c) change any provision of this Section 8 .

Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty shall be effective as delivery of an original executed counterpart thereof.

Section 11. Expenses and Indemnification . (a) Holdings agrees to (i) pay or reimburse the Collateral Agent and each other Secured Party for all its costs and expenses incurred in collecting against Holdings under this Guaranty or otherwise enforcing or preserving any rights under this Guaranty or any other Loan Document to which Holdings is a party, including the reasonable fees, disbursements and other charges of counsel and (ii) pay, and hold the Collateral Agent and the other Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed First Lien Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement. (b) Holdings agrees to pay, and to hold the Collateral Agent and the other Secured Parties (including all Indemnitees pursuant to Section 10.05 of the Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

Section 12. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of Holdings against any and all of the First Lien Obligations of Holdings now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such First Lien Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify Holdings after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights

of each Agent, each Lender and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Term Commitments and Term Loans and (iii) the latest date of expiration or termination of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) (b) be binding upon Holdings, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Term Commitments, the Term Loans owing to it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. Holdings shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 15. Severability . Any provision of this Guaranty held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid, legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Holdings has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Holdings:	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

EXHIBIT F-2

FORM OF SUBSIDIARY GUARANTY

FIRST LIEN SUBSIDIARY GUARANTY

Dated as of April 1, 2014

among

THE GUARANTORS NAMED HEREIN

and

THE ADDITIONAL GUARANTORS REFERRED TO HEREIN

as Guarantors

and

CREDIT SUISSE AG

as Collateral Agent

T A B L E O F C O N T E N T S

Section		Page

Section 1.	Guaranty; Limitation of Liability	1

Section 2.	Guaranty Absolute	2

Section 3.	Waivers and Acknowledgments	4

Section 4.	Subrogation	4

Section 5.	Payments Free and Clear of Taxes, Etc.	6

Section 6.	Representations and Warranties	6

Section 7.	Covenants	6

Section 8.	Amendments, Guaranty Supplements, Etc.	6

Section 9.	Notices, Etc.	7

Section 10.	No Waiver; Remedies	7

Section 11.	Expenses and Indemnification	7

Section 12.	Right of Set-off	8

Section 13.	Continuing Guaranty; Assignments under the Credit Agreement	8

Section 14.	Keepwell	9

Section 15.	Severability	9

Section 16.	Execution in Counterparts	9

Section 17.	Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.	9

Exhibit A — Form of Guaranty Supplement

FIRST LIEN SUBSIDIARY GUARANTY

FIRST LIEN SUBSIDIARY GUARANTY dated as of April 1, 2014 (this “ Guaranty ”) among the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors,” the Additional Guarantors (as defined in Section 8(b) ) (such Persons so listed and the Additional Guarantors being, collectively, the “ Guarantors ” and, individually, each a “ Guarantor ”) and Credit Suisse AG, as Collateral Agent.

PRELIMINARY STATEMENT

GYP Holdings III Corp., a Delaware corporation (the “ Borrower ”), is party to a First Lien Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with GYP Holdings II Corp., a Delaware corporation (“ Holdings ”), each Lender from time to time party thereto, and Credit Suisse AG, as Administrative Agent and as Collateral Agent. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Term Loans under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry by the Hedge Banks into Secured Hedge Agreements from time to time, that each Guarantor party to this Guaranty shall have executed and delivered this Guaranty.

Section 1. Guaranty; Limitation of Liability . (a) Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ,” provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents

but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the First Lien Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the First Lien Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the First Lien Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Section 2. Guaranty Absolute . Each Guarantor guarantees that the Guaranteed First Lien Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. Each Guarantor further agrees that its Guarantee constitutes a continuing, absolute and unconditional guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed First Lien Obligations or operated as a discharge thereof) and not merely of collection. The First Lien Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed First Lien Obligations or any other First Lien Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any rights, claims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following (whether or not such Guarantor has knowledge thereof):

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(c) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or Lien in or the release of any Collateral or any other collateral securing or purporting to secure the Guaranteed First Lien Obligations or any other impairment of such collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed First Lien Obligations;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of any Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed First Lien Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made. No payment made by the Borrower, any of the Guarantors, Holdings, any other guarantor or any other Person or received or collected by any Secured Party from the Borrower, any of the Guarantors, Holdings, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment, remain liable for the Guaranteed First Lien Obligations until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term Commitments shall have expired or been terminated.

Section 3. Waivers and Acknowledgments . (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, marshaling, presentment, demand for payment or performance, notice of nonpayment or nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed First Lien Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed First Lien Obligations, whether existing now or in the future.

Section 4. Subrogation .

contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated and the Term Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (b) the Latest Maturity Date of all Term Commitments and Term Loans and (c) the latest date of expiration or termination of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made), such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents or to be held as Collateral for any Guaranteed First Lien Obligations or other amounts payable under this Guaranty thereafter arising. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed First Lien Obligations, (ii) all of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable) shall have been paid in full in cash, (iii) the Latest Maturity Date of all Term Commitments and Term Loans shall have occurred and (iv) all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) shall have expired or been terminated, the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed First Lien Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

distribution shall be delivered by the Person making such payment or distribution directly to the Collateral Agent, for application to the payment of the Guaranteed First Lien Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by such Guarantor to the Collateral Agent, in the exact form received and, if necessary, duly endorsed. No failure on the part of any Guarantor to make the payments required by Section 4(a) (or any other payments required under applicable Law or otherwise) or on the part of Holdings to make the payments required by Section 4(a) of the Holdings Guaranty shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

Section 6. Representations and Warranties . Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and each Guarantor hereby further represents and warrants as follows:

(i) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.

Section 7. Covenants . Each Guarantor covenants and agrees that, so long as any part of the Guaranteed First Lien Obligations shall remain unpaid, any Lender shall have any Term Commitment or any Secured Hedge Agreement shall be in effect, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe.

Section 8. Amendments, Guaranty Supplements, Etc .

in writing and signed by all of the Secured Parties (other than any Lender that is, at such time, a Defaulting Lender), (i) reduce or limit the obligations of any Guarantor hereunder, release any Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the First Lien Obligations owing to the Secured Parties under or in respect of the Loan Documents except as provided in the next succeeding sentence, (ii) postpone any date fixed for payment hereunder or (iii) change any provision of this Section 8 . Upon a Guarantor becoming an Excluded Subsidiary, or ceasing to be a Restricted Subsidiary, in each case as a result of a transaction permitted under the Loan Documents, such Guarantor shall be automatically released from this Guaranty.

Section 9. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Guarantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, if to any Agent or any Lender, at its address specified in Section 10.02 of the Credit Agreement, if to any Hedge Bank, at its address specified in the Secured Hedge Agreement to which it is a party or, as to any party, at such other address as shall be designated by such party in a written notice to each other party. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty or of any Guaranty Supplement to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

Section 11. Expenses and Indemnification .

Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral securing the Guaranteed First Lien Obligations or in connection with any of the transactions contemplated by the Credit Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.04 of the Credit Agreement.

(b) Each Guarantor agrees to pay, and to hold the Collateral Agent and the other Secured Parties (including all Indemnitees pursuant to Section 10.05 of the Credit Agreement), harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guaranty, in each case, in accordance with Section 10.05 of the Credit Agreement to the extent the Borrower would be required to do so pursuant to Section 10.05 of the Credit Agreement.

Section 12. Right of Set-off . Upon the occurrence and during the continuance of any Event of Default, each Agent, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender or such Affiliate to or for the credit or the account of any Guarantor against any and all of the First Lien Obligations of such Guarantor now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender shall have made any demand under this Guaranty or any other Loan Document and although such First Lien Obligations may be unmatured. Each Agent and each Lender agrees promptly to notify such Guarantor after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Agent, each Lender and their respective Affiliates under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender and their respective Affiliates may have.

Section 13. Continuing Guaranty; Assignments under the Credit Agreement . This Guaranty is a continuing guaranty and, subject to Section 14 below, shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed First Lien Obligations and all other amounts payable under this Guaranty (other than in each case contingent obligations that are not then due and payable), (ii) the Latest Maturity Date of all Term Commitments and Term Loans and (iii) the latest date of expiration or termination of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Hedge Bank have been made) (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Term Commitments, the Term Loans owing to it, the Note or Notes held by it) or any Secured Hedge Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, as and to the extent provided in Section 10.07 of the Credit

Agreement or in the comparable provisions of any Secured Hedge Agreement, as applicable. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

Section 17. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty shall be governed by, and construed in accordance with, the laws of the State of New York.

DELIVERY OF THIS GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Subsidiary Guarantors:	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

	CAPITOL BUILDING SUPPLY, INC.
	CAPITOL INTERIOR PRODUCTS, INC.
	CAPITOL MATERIALS OF SAVANNAH, INC.
	CAPITOL MATERIALS, INCORPORATED
	CARTER HARDWARE COMPANY
	CHAPARRAL MATERIALS, INC.
	CHEROKEE BUILDING MATERIALS OF OKC, INC.
	CHEROKEE BUILDING MATERIALS, INC.
	COASTAL INTERIOR PRODUCTS, INC.
	COLONIAL MATERIALS OF FAYETTEVILLE, INC.
	COLONIAL MATERIALS, INC.
	COMMERCIAL INTERIOR PRODUCTS, INC.
	COMMONWEALTH BUILDING MATERIALS, INC.
	COWTOWN MATERIALS, INC.
	EASTEX MATERIALS, INC.
	GATOR GYPSUM, INC.
	GMS STRATEGIC SOLUTIONS, INC.
	GTS DRYWALL SUPPLY COMPANY
	HILL COUNTRY MATERIALS, INC.
	LONE STAR MATERIALS, INC.
	LONGHORN BUILDING MATERIALS, INC.
	MISSOURI DRYWALL SUPPLY, INC.
	PIONEER MATERIALS WEST, INC.
	PIONEER MATERIALS, INC.
	RIO GRANDE BUILDING MATERIALS, INC.
	ROCKET INSTALLATION, INC.
	ROCKY TOP MATERIALS, INC.
	STATE LINE BUILDING SUPPLY, INC.
	SUN VALLEY INTERIOR SUPPLY, INC.
	TAMARACK MATERIALS DAKOTA, INC.
	TAMARACK MATERIALS NORTHLAND, INC.
	TAMARACK MATERIALS OF ROCHESTER, INC.
	TAMARACK MATERIALS, INC.
	TEJAS MATERIALS, INC.
	TOOL SOURCE WAREHOUSE, INC.
	TUCKER ACOUSTICAL PRODUCTS, INC.
	TUCKER MATERIALS OF COLUMBIA, INC.
	TUCKER MATERIALS OF MYRTLE BEACH, INC.
	TUCKER MATERIALS, INC.
	WILDCAT MATERIALS, INC.


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

Exhibit A
to the
First Lien Subsidiary Guaranty

FORM OF SUBSIDIARY GUARANTY SUPPLEMENT

Credit Suisse AG,

as Collateral Agent
[Address of Collateral Agent]

Attention:

Re: First Lien Credit Agreement, dated as of April 1, 2014, among GYP Holdings III Corp., a Delaware corporation (the “ Borrower ”), GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, and Credit Suisse AG, as Administrative Agent and as Collateral Agent.

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the First Lien Subsidiary Guaranty referred to therein (such First Lien Subsidiary Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Subsidiary Guaranty Supplement (this “ Guaranty Supplement ”), being the “ Subsidiary Guaranty ”). The capitalized terms defined in the Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability . (a) The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such First Lien Obligations being the “ Guaranteed First Lien Obligations ”), provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Collateral Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the First Lien Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the First Lien Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Collateral Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the First Lien Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the First Lien Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

Section 2. First Lien Obligations Under the Guaranty . The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Subsidiary Guaranty to an “ Additional Guarantor ” or a “ Guarantor ” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “ Subsidiary Guarantor ” or a “ Loan Party ” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties . The undersigned hereby makes each representation and warranty set forth in Section 6 of the Subsidiary Guaranty to the same extent as each other Guarantor.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours,


	[NAME OF ADDITIONAL GUARANTOR]


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

Acknowledged and accepted as of the date first above written:

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Subsidiary Guaranty]

EXHIBIT G

FORM OF SECURITY AGREEMENT

FIRST LIEN SECURITY AGREEMENT(1)

Dated as of April 1, 2014

among

THE GRANTORS REFERRED TO HEREIN

as Grantors

and

CREDIT SUISSE AG

as Collateral Agent

(1) THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN (I) TERM INTERCREDITOR AGREEMENT), (DATED AS OF APRIL 1), (2014 (AS AMENDED), (SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF), (THE “TERM INTERCREDITOR AGREEMENT”), (AMONG GYP HOLDINGS II CORP)., (A DELAWARE CORPORATION (“HOLDINGS”), (GYP HOLDINGS III CORP)., (A DELAWARE CORPORATION (THE “BORROWER”), (CREDIT SUISSE AG (“CREDIT SUISSE”), (AS FIRST LIEN COLLATERAL AGENT (THE “FIRST LIEN AGENT”) AND CREDIT SUISSE), (AS SECOND LIEN COLLATERAL AGENT (THE “SECOND LIEN AGENT”) AND (II) ABL/TERM INTERCREDITOR AGREEMENT), (DATED AS OF APRIL 1), (2014 (AS AMENDED), (SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF), (THE “ABL/TERM INTERCREDITOR AGREEMENT” AND), (TOGETHER WITH THE TERM INTERCREDITOR AGREEMENT), (THE “INTERCREDITOR AGREEMENTS”), (AMONG HOLDINGS), (THE BORROWER), (THE OTHER LOAN PARTIES PARTY THERETO), (WELLS FARGO BANK), (N.A)., (AS ABL COLLATERAL AGENT), (CREDIT SUISSE), (AS REPRESENTATIVE FOR THE INITIAL FIRST LIEN TERM SECURED PARTIES (EACH AS DEFINED IN THE ABL/TERM INTERCREDITOR AGREEMENT) AND CREDIT SUISSE), (AS REPRESENTATIVE FOR THE INITIAL SECOND LIEN TERM SECURED PARTIES (AS DEFINED IN THE ABL/TERM INTERCREDITOR AGREEMENT). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENTS AND THE TERMS OF THIS AGREEMENT), (THE TERMS OF THE INTERCREDITOR AGREEMENTS), (AS APPLICABLE), (SHALL GOVERN).

T A B L E O F C O N T E N T S

Section		Page

Section 1.	Grant of Security	2

Section 2.	Security for First Lien Obligations	7

Section 3.	Grantors Remain Liable	7

Section 4.	Delivery and Control of Security Collateral	7

Section 5.	Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims	8

Section 6.	Representations and Warranties	8

Section 7.	Further Assurances	11

Section 8.	As to Equipment and Inventory	12

Section 9.	Post-Closing Changes; Collections on Assigned Agreements and Accounts	12

Section 10.	As to Intellectual Property Collateral	13

Section 11.	Voting Rights; Dividends; Etc.	14

Section 12.	Transfers and Other Liens; Additional Shares	16

Section 13.	Collateral Agent Appointed Attorney-in-Fact	16

Section 14.	Collateral Agent May Perform	17

Section 15.	The Collateral Agent’s Duties	17

Section 16.	Remedies	17

Section 17.	Grant of Intellectual Property License	20

Section 18.	Indemnity and Expenses	20

Section 19.	Amendments; Waivers; Additional Grantors; Etc.	21

Section 20.	Notices, Etc.	21

Section 21.	Continuing Security Interest; Assignments under the Credit Agreement	22

Section 22.	Release; Termination	22

Section 23.	Execution in Counterparts	23

Section 24.	The Mortgages	23

Section 25.	Governing Law	23

Section 26.	Intercreditor Agreements	23

Section 27.

Bailee for Perfection

SCHEDULES

Schedule I	—	Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number

Schedule II	—	Pledged Debt and Pledged Equity

Schedule III	—	Patents, Domain Names, Trademarks and Trade Names, Copyrights and Exclusive Copyright Licenses

Schedule IV	—	Commercial Tort Claims

Schedule V	—	Locations of Equipment and Inventory

EXHIBITS

Exhibit A	—	Form of Security Agreement Supplement

Exhibit B	—	Form of Intellectual Property Security Agreement

Exhibit C	—	Form of Intellectual Property Security Agreement Supplement

FIRST LIEN SECURITY AGREEMENT

FIRST LIEN SECURITY AGREEMENT dated as of April 1, 2014 (as amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”) among GYP HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), the other Persons listed on the signature pages hereof and the Additional Grantors (as hereinafter defined) (the Borrower, the other Persons so listed and the Additional Grantors being, collectively, the “ Grantors ”), and CREDIT SUISSE AG, as collateral agent (in such capacity, together with any successor collateral agent, the “ Collateral Agent ”) for the ratable benefit of the Secured Parties.

PRELIMINARY STATEMENTS

(1) The Borrower has entered into a First Lien Credit Agreement dated of even date herewith (said Agreement, as it may hereafter be amended, amended and restated, supplemented, replaced, refinanced or otherwise modified from time to time (including any increases of the principal amount outstanding thereunder), being the “ Credit Agreement ”), with GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto and Credit Suisse AG, as Administrative Agent and as Collateral Agent.

(3) It is a condition precedent to the making of Term Loans by the Lenders under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time that the Grantors shall have granted the assignment and security interest and made the pledge and assignment contemplated by this Agreement.

(4) Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents.

(5) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9 (including As-Extracted Collateral, Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles, Goods, Health-Care Insurance Receivables, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Securities Accounts, Security and Supporting Obligations). “ UCC ” means the Uniform Commercial Code as defined in the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Term Loans under the Credit Agreement and to induce the Hedge Banks to enter into Secured Hedge Agreements from time to time, each Grantor hereby agrees with the Collateral Agent for the ratable benefit of the Secured Parties as follows:

(a) all Accounts;

(b) all cash and Cash Equivalents;

(d) all Commercial Tort Claims set forth on Schedule IV hereto or for which notice is provided pursuant to Section 5(b) below;

(e) all Deposit Accounts;

(f) all Documents;

(g) all Equipment;

(h) subject to Section 24 hereof, all Fixtures;

(i) all General Intangibles;

(j) all Goods;

(k) all Instruments;

(l) all Inventory;

(m) all Letter-of-Credit Rights;

(n) the following (the “ Security Collateral ”):

any, representing such and any additional shares or units or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto; and

(p) the following (collectively, the “ Intellectual Property Collateral ”):

(i) all patents, patent applications and utility models, all inventions and improvements claimed therein and the right to claim any inventions disclosed but unclaimed therein (“ Patents ”);

marketing plans and customer and supplier lists and information (collectively, “ Trade Secrets ”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

(q) all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Grantor pertaining to any of the Collateral;

(r) all other tangible and intangible personal property of whatever nature whether or not covered by Article 9 of the UCC; and

provided that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s), the security interest in the Collateral created by this Agreement shall not extend to, and the terms “Collateral,” “Pledged Equity,” “Security Collateral,” “Agreement Collateral,” “Intellectual Property Collateral” and other terms defining the components of the Collateral in the foregoing clauses (a) through (s) shall not include, any of the following (collectively, the “ Excluded Property ”):

(i) any Equity Interests issued by an Unrestricted Subsidiary;

(ii) any Equity Interests in partnerships, Joint Ventures and Subsidiaries (other than Subsidiaries that are wholly owned by a Grantor) to the extent that the grant of a security interest therein would require the consent of any Person (other than a Grantor or any other Affiliate of the Borrower) who owns Equity Interests in such partnership, Joint Venture or Subsidiary which consent has not been obtained (in each case to the extent such consent requirement is not rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law);

(iv) any property subject to (x) a Capitalized Lease or purchase money security interest permitted under the Credit Agreement or (y) in the case of after-acquired property, pre-existing secured Indebtedness permitted under the Credit Agreement and not incurred in anticipation of such acquisition by the Borrower or applicable Grantor of such property, in each case to the extent a grant of a security interest therein would violate such Capitalized Lease, purchase money arrangement or secured Indebtedness or create a right of termination in favor of any other party thereto (other than any Grantor or an Affiliate of any Grantor);

assignment provisions of the UCC) unless such consent, approval, license or authorization has been obtained or unless such prohibition or requirement is rendered unenforceable pursuant to applicable provisions of the UCC or other applicable law; provided that the Grantors shall have used commercially reasonable efforts (not involving expending money in excess of de minimis amounts) to obtain any such consent, approval, license or authorization;

(viii) those assets as to which the Collateral Agent and the Borrower reasonably agree that the cost of obtaining a security interest therein or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby;

(ix) any asset to the extent a security interest in such asset would result in material adverse tax or regulatory consequences, in each case as reasonably determined by the Borrower in consultation with the Collateral Agent; or

(x) to the extent used exclusively to hold funds in trust for the benefit of third parties, (A) payroll, healthcare and other employee wage and benefit accounts, (B) tax accounts, including, without limitation, sales tax accounts, (C) escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A) through (D), the funds or other property held in or maintained in any such account; and

provided , further , that notwithstanding anything to the contrary contained in the foregoing clauses (a) through (s) no Grantor shall be required to (u) enter into control agreements or otherwise perfect any security interest by “control” (other than as expressly set forth herein and as provided in Section 5.05(f) of the ABL/Term Intercreditor Agreement), (v) perfect any security interest in motor vehicles or other assets covered by a certificate of title other than by the filing of UCC financing statements, (w) perfect security interests in Letter-of-Credit Rights or Commercial Tort Claims with a value less than $2,000,000 in the aggregate, (x) obtain any landlord, warehouseman or bailee waivers or collateral access agreements, (y) take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or perfect any security interest in such assets or enter into any security agreements or pledge agreements governed by the laws of any such non-U.S. jurisdiction and (z) take such other actions with respect to the Collateral as to which the Collateral Agent and the Borrower reasonably agree that the cost of taking such actions are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby (collectively, the “ Perfection Exceptions ”).

Section 2. Security for First Lien Obligations . This Agreement secures the payment and performance of all First Lien Obligations of each Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise (all such First Lien Obligations being the “ Secured Obligations ”).

Section 4. Delivery and Control of Security Collateral . (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing the Pledged Debt in an aggregate principal amount in excess of $2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (A) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a) , (B) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (C) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral, consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral, consisting of financial assets credited to any Securities Account.

and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

Section 5. Maintaining Electronic Chattel Paper, Transferable Records and Giving Notice of Commercial Tort Claims . So long as any Term Loan or any other First Lien Obligation of any Loan Party under any Loan Document shall remain unpaid or any Secured Hedge Agreement shall be in effect or any Lender shall have any Term Commitment:

Section 6. Representations and Warranties . Each Grantor represents and warrants as follows (it being understood that none of the foregoing applies to the Excluded Property):

(b) All of the Equipment and Inventory of such Grantor, in each case, with the value in excess of $1,500,000 are located at the places specified therefor in Schedule V hereto.

(c) Such Grantor is the legal and beneficial owner of the Collateral of such Grantor, free and clear of any Lien, claim, option or right of others, except for the security interest created

under this Agreement, subject to Liens permitted under Section 7.01 of the Credit Agreement. No financing statement, mortgage or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as permitted by Section 7.01 of the Credit Agreement.

(e) The Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II hereto.

(f) All Pledged Equity consisting of certificated securities have been delivered to the Collateral Agent in accordance herewith.

(g) Upon the filing of appropriate financing statements and the recordation of the Intellectual Property Security Agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office, all actions necessary to perfect the security interest in the Collateral of such Grantor created under this Agreement with respect to which the Collateral Agent’s security interest may be perfected by filing financing statements in the applicable jurisdictions pursuant to the UCC or by filing an intellectual property security agreement with the U.S. Patent and Trademark Office and the U.S. Copyright Office shall have been duly made or taken and are in full force and effect, and this Agreement creates in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected security interest (with the priority set forth in the Intercreditor Agreements) in the Collateral of such Grantor (subject to the Perfection Exceptions and Liens permitted by Section 7.01 of the Credit Agreement), securing the payment and performance of the Secured Obligations. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including without limitation those specified in Section 4 , to establish the Collateral Agent’s “control” (within the meaning of Sections 8-106 and 9-106 of the UCC) over any portion of the Collateral constituting Certificated Securities.

Section 7. Further Assurances . (a) Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be reasonably necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor, subject to the Perfection Exceptions. Without limiting the generality of the foregoing, each Grantor will, upon the Collateral Agent’s reasonable request, promptly with respect to any Collateral of such Grantor: (i) if any of such Collateral shall be evidenced by a promissory note or other instrument or Chattel Paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or Chattel Paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) if any Letter-of-Credit Rights with a value in excess of $2,000,000 are acquired, ensure that the Collateral Agent has control of such Letter-of-Credit Rights as provided in Section 9-107 of the UCC; and (iv) deliver to the Collateral Agent evidence that all other action (subject, with respect to the Collateral only, to the Perfection Exceptions) that the Collateral Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest created by such Grantor under this Agreement has been taken.

(b) Except as otherwise provided in this subsection (b), each Grantor will continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Accounts. In connection with such collections, such Grantor may take (and, at the Collateral Agent’s direction upon the occurrence and during the continuation of an Event of Default, may take) such commercially reasonable action as such Grantor (or the Collateral Agent) may deem necessary or advisable to enforce collection thereof; provided , however , that the Collateral Agent shall have the right at any time upon the occurrence and during the continuation of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Accounts, of the assignment of such Accounts, to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Accounts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Accounts, shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be either (A) released to such Grantor to the extent permitted under the terms of the Credit Agreement so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default under Section 8.01(f) or 8.01(g) of the Credit Agreement or any other Event of Default which has resulted in the Collateral Agent exercising any of its rights under Section 8.02 of the Credit Agreement (collectively, an “ Actionable Default ”) shall have occurred and be continuing, applied as provided in Section 8.03 of the Credit Agreement and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Account, release wholly or partly any Obligor thereof, or allow any credit or discount thereon. No Grantor will permit or consent to the

subordination of its right to payment under any of the Accounts to any other indebtedness or obligations of the Obligor thereof.

(b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c).

maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

Section 11. Voting Rights; Dividends; Etc . (a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof

for any purpose other than originate Entitlement Orders with respect to any Securities Account or Commodity Account; provided , however , that such Grantor will not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Security Collateral or any part thereof.

(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral

(b) Upon the occurrence and during the continuation of an Event of Default:

Section 12. Transfers and Other Liens; Additional Shares . (a) Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral and options relating to Collateral permitted under and in accordance with the terms of the Credit Agreement, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the Credit Agreement.

(a) to obtain and adjust insurance required to be paid to the Collateral Agent;

(b) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper, in connection with clauses (a) or (b) above; and

Section 16. Remedies . If any Actionable Default shall have occurred and be continuing:

or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable; (iii) occupy any premises owned or to the extent lawful and permitted leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; (iv) store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate; and (v) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Accounts and the other Collateral and (B) exercise all other rights and remedies with respect to the Assigned Agreements, the Accounts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(d) The Collateral Agent may, without notice to any Grantor except as required by law at any time and from time to time, charge, set-off and otherwise apply all or any part of the Secured Obligations against any funds held by it or by any other Secured Party.

(e) If the Collateral Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 16, each Grantor agrees that, upon request of the Collateral Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

(f) The Collateral Agent is authorized, in connection with any sale of the Security Collateral pursuant to this Section 16, to deliver or otherwise disclose to any prospective purchaser of the Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto; (ii) any information and projections; and (iii) any other information in its possession relating to such Security Collateral.

Section 17. Grant of Intellectual Property License . For the purpose of enabling the Collateral Agent to exercise the rights and remedies under Section 16 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

(b) Each Grantor will upon demand pay to the Collateral Agent the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel (provided that fees and expenses of counsel shall be limited to one counsel, plus one local counsel in any relevant jurisdiction) and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral of such Grantor, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or the other Secured Parties hereunder or (iv) the failure by such Grantor to perform or observe any of the provisions hereof.

(b) Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a “ Security Agreement Supplement ”), (i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other Loan Documents to “Collateral” shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules I through V attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules I through V, respectively, hereto, and the Collateral Agent may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

Section 20. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered to it, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement or, if to the Collateral Agent, at its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

Section 21. Continuing Security Interest; Assignments under the Credit Agreement . This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Term Loans and Term Commitments and (iii) the termination or expiration of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable Hedge Bank have been made), (b) be binding upon each Grantor and their successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Term Commitments, the Term Loans owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as provided in Section 10.07 of the Credit Agreement.

(b) Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent obligations not yet accrued and payable), (ii) the Latest Maturity Date of all Term Loans and Term Commitments and (iii) the termination or expiration of all Secured Hedge Agreements (other than Secured Hedge Agreements as to which other arrangements satisfactory to the Collateral Agent and the applicable Hedge Bank have been made), the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Collateral Agent will, at the applicable Grantor’s expense, execute and deliver to such Grantor, such documents as such Grantor shall reasonably request to evidence such termination.

Section 25. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 26. Intercreditor Agreements . Notwithstanding any provision contained herein, (i) this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject to the ABL/Term Intercreditor Agreement and the Term Intercreditor Agreement and (ii) in the event of a conflict, the provisions of the Intercreditor Agreements shall control.

Section 27. Bailee for Perfection . So long as the ABL Collateral Agent is acting as bailee and as agent for perfection or control on behalf of the Collateral Agent pursuant to the terms of the ABL/Term Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery or control of Collateral that is ABL Priority Collateral to, or in the possession or control of such Collateral with, the Collateral Agent shall be deemed complied with and satisfied if such delivery of such Collateral is made to, or such possession or control of such Collateral is with, the ABL Collateral Agent.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	GYP HOLDINGS III CORP.


	By:
		Name:
		Title:


	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:


	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:
		Name:
		Title:

[First Lien Security Agreement]

	CAPITOL BUILDING SUPPLY, INC.
	CAPITOL INTERIOR PRODUCTS, INC.
	CAPITOL MATERIALS OF SAVANNAH, INC.
	CAPITOL MATERIALS, INCORPORATED
	CARTER HARDWARE COMPANY
	CHAPARRAL MATERIALS, INC.
	CHEROKEE BUILDING MATERIALS OF OKC, INC.
	CHEROKEE BUILDING MATERIALS, INC.
	COASTAL INTERIOR PRODUCTS, INC.
	COLONIAL MATERIALS OF FAYETTEVILLE, INC.
	COLONIAL MATERIALS, INC.
	COMMERCIAL INTERIOR PRODUCTS, INC.
	COMMONWEALTH BUILDING MATERIALS, INC.
	COWTOWN MATERIALS, INC.
	EASTEX MATERIALS, INC.
	GATOR GYPSUM, INC.
	GMS STRATEGIC SOLUTIONS, INC.
	GTS DRYWALL SUPPLY COMPANY
	HILL COUNTRY MATERIALS, INC.
	LONE STAR MATERIALS, INC.
	LONGHORN BUILDING MATERIALS, INC.
	MISSOURI DRYWALL SUPPLY, INC.
	PIONEER MATERIALS WEST, INC.
	PIONEER MATERIALS, INC.
	RIO GRANDE BUILDING MATERIALS, INC.
	ROCKET INSTALLATION, INC.
	ROCKY TOP MATERIALS, INC.
	STATE LINE BUILDING SUPPLY, INC.
	SUN VALLEY INTERIOR SUPPLY, INC.
	TAMARACK MATERIALS DAKOTA, INC.
	TAMARACK MATERIALS NORTHLAND, INC.
	TAMARACK MATERIALS OF ROCHESTER, INC.
	TAMARACK MATERIALS, INC.
	TEJAS MATERIALS, INC.
	TOOL SOURCE WAREHOUSE, INC.
	TUCKER ACOUSTICAL PRODUCTS, INC.
	TUCKER MATERIALS OF COLUMBIA, INC.
	TUCKER MATERIALS OF MYRTLE BEACH, INC.
	TUCKER MATERIALS, INC.
	WILDCAT MATERIALS, INC.

	By:
		Name:
		Title:

[First Lien Security Agreement]

	Collateral Agent:

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien Security Agreement]

Schedule I to the
First Lien Security Agreement

LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL
IDENTIFICATION NUMBER

* All Grantors are corporations.

Grantor	Location	Chief Executive Office	Organizational I.D. No.	Taxpayer I.D. No.
GYP Holdings II Corp.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	5346658	46-2927717
GYP Holdings III Corp.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	5478706	46-4759050
Gypsum Management and Supply, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K401433	48-0788686
Capitol Building Supply, Inc.	Virginia	1825 Fellowship Road, Tucker, GA 30084-6560	0320183-7	54-1458884
Capitol Interior Products, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	1001081	27-1838339
Capitol Materials, Incorporated	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0504456	58-1078839
Capitol Materials of Savannah, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K425106	58-2135598
Carter Hardware Company	Tennessee	1825 Fellowship Road, Tucker, GA 30084-6560	0005382	62-0532551
Chaparral Materials, Inc.	New Mexico	4220 Stanley Dr., NE, Rio Rancho, NM 87144	119-864-7	85-0315515
Cherokee Building Materials, Inc.	Oklahoma	12222 East 60 th Street, Tulsa, OK 74146-6915	1900280997	73-0976654
Cherokee Building Materials of OKC, Inc.	Oklahoma	1825 Fellowship Road, Tucker, GA 30084-6560	1900417933	73-1211957
Coastal Interior Products, Inc.	Alabama	1825 Fellowship Road, Tucker, GA 30084-6560	241-631	20-5519221

Colonial Materials, Inc.	North Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	0031430	56-1417672
Colonial Materials of Fayetteville, Inc.	North Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	0376917	56-1933262
Commercial Interior Products, Inc.	Texas	1825 Fellowship Road, Tucker, GA 30084-6560	0158047600	76-0641638
Commonwealth Building Materials, Inc.	Virginia	1825 Fellowship Road, Tucker, GA 30084	0374863-9	54-1584982
Cowtown Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	63756000	75-1849705
Eastex Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	71669600	75-1976867
Gator Gypsum, Inc.	Florida	1825 Fellowship Road, Tucker, GA 30084-6560	H05603	59-2410846
GMS Strategic Solutions, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	12070165	46-1060962
GTS Drywall Supply Company	Washington	1825 Fellowship Road, Tucker, GA 30084-6560	600345720	91-1086047
Hill Country Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	59454700	74-2222313
Lone Star Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	63553400	74-2251042
Longhorn Building Materials, Inc.	Texas	4025 Mint Way, Dallas, TX 75237-1603	46937400	75-1638990
Missouri Drywall Supply, Inc.	Missouri	100 NE 31 st Street, Oklahoma City, OK 73105-2606	00115007	43-0829064
Pioneer Materials, Inc.	Kansas	1825 Fellowship Road, Tucker, GA 30084-6560	03052336	48-0807321
Pioneer Materials West, Inc.	Colorado	1825 Fellowship Road, Tucker, GA 30084-6560	19871391046	84-0807176

Rio Grande Building Materials, Inc.	Texas	401 Garden Acres Drive, Fort Worth, TX 76140-5522	159379000	74-2970693
Rocket Installation, Inc.	Georgia	4220 Stanley Dr., NE, Rio Rancho, NM 87144	11088370	45-3806489
Rocky Top Materials, Inc.	Tennessee	1825 Fellowship Road, Tucker, GA 30084-6560	0089003	62-1076347
State Line Building Supply, Inc.	Delaware	1825 Fellowship Road, Tucker, GA 30084-6560	2261414	51-0333719
Sun Valley Interior Supply, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	13418796	46-2987523
Tamarack Materials, Inc.	Minnesota	1825 Fellowship Road, Tucker, GA 30084-6560	3W-799	41-1401315
Tamarack Materials Dakota, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0636726	20-4972189
Tamarack Materials Northland, Inc.	Minnesota	1825 Fellowship Road, Tucker, GA 30084-6560	1761626-4	20-4532787
Tamarack Materials of Rochester, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	0636725	20-4972931
Tejas Materials, Inc.	Texas	1902 Weber Street, Houston, TX 77007-2809	0105747600	58-1746442
Tool Source Warehouse, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K416852	58-2118482
Tucker Acoustical Products, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	K820880	58-2392688
Tucker Materials of Columbia, Inc.	South Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	N/A	57-1031139
Tucker Materials of Myrtle Beach, Inc.	South Carolina	1825 Fellowship Road, Tucker, GA 30084-6560	N/A	57-1124637
Tucker Materials, Inc.	Georgia	1825 Fellowship Road, Tucker, GA 30084-6560	J115179	58-1453111
Wildcat Materials, Inc.	Missouri	2235 West Catalpa Street, Springfield, MO 65807	00382655	43-1648411

Schedule II to the
First Lien Security Agreement

PLEDGED DEBT

Grantor

Debt Issuer

Description of
Debt

Debt Certificate
No(s)

Maturity
Date

Outstanding
Principal
Amount

Gypsum Management and Supply, Inc.

Hollenbeck & Sather

Customer receivable

N/A

2,573,707

GTS Drywall Supply Company

Westside Drywall

Customer receivable

N/A

10/1/16

1,853,326

Longhorn Materials, Inc.

Sills & Swindel

Customer receivable

N/A

4/1/18

2,269,937

Gypsum Management and Supply, Inc.

Capitol Materials, Incorporated

Intercompany debt

N/A

Payable on demand

11,805,935

Tucker Acoustical Products, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,640,301

Capitol Building Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

35,248,766

Gypsum Management and Supply, Inc.

Capitol Interior Products, Inc.

Intercompany debt

N/A

Payable on demand

4,963,158

Commonwealth Building Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

31,070,789

State Line Building Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,296,151

Cherokee Building Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

18,008,920

Cherokee Building Materials of OKC, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

13,856,556

Pioneer Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

6,459,262

Wildcat Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

3,235,112

Capitol Materials of Savannah, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

9,572,461

Gypsum Management and Supply, Inc.

Capitol Materials of Savannah, Inc.

Intercompany debt

N/A

Payable on demand

1,317,747

Gator Gypsum, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

15,627,529

Missouri Drywall Supply, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

1,519,021

Tamarack Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

21,092,408

Gypsum Management and Supply, Inc.

Tamarack Materials Northland, Inc.

Intercompany debt

N/A

Payable on demand

6,327,822

Gypsum Management and Supply, Inc.

Tamarack Materials of Rochester, Inc.

Intercompany debt

N/A

Payable on demand

1,563,263

Grantor

Debt Issuer

Description of
Debt

Debt Certificate
No(s)

Maturity
Date

Outstanding
Principal
Amount

GTS Interior Supply Company

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

17,914,057

Gypsum Management and Supply, Inc.

GTS Interior Supply Company

Intercompany debt

N/A

Payable on demand

1,453,862

Gypsum Management and Supply, Inc.

Sun Valley Interior Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,891,576

Tucker Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

20,221,625

Gypsum Management and Supply, Inc.

Tucker Materials of Myrtle Beach, Inc.

Intercompany debt

N/A

Payable on demand

1,773,078

Gypsum Management and Supply, Inc.

Carter Hardware Company

Intercompany debt

N/A

Payable on demand

15,640,430

Chaparral Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

9,633,752

Gypsum Management and Supply, Inc.

Chaparral Materials, Inc.

Intercompany debt

N/A

Payable on demand

4,526,484

Commercial Interior Products, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

3,259,971

Cowtown Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

24,661,806

Eastex Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

18,364,830

Hill Country Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

7,271,050

Lone Star Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

5,878,898

Longhorn Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

12,929,612

Tejas Materials

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

22,671,448

Gypsum Management and Supply, Inc.

Tool Source Warehouse, Inc.

Intercompany debt

N/A

Payable on demand

3,644,290

Rocky Top Materials, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

21,544,775

Pioneer Materials West, Inc.

Gypsum Management and Supply, Inc.

Intercompany debt

N/A

Payable on demand

2,470,980

PLEDGED EQUITY

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
GYP Holdings II Corp.	GYP Holdings III Corp.	Common stock	$	0.01	C-1	10	100	%	100	%
GYP Holdings III Corp.	Gypsum Management and Supply, Inc.	Class A Common stock	N/A		23	85,263	100	%	100	%
GYP Holdings III Corp.	Gypsum Management and Supply, Inc.	Class B Common stock	N/A		11	767,367	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Building Supply, Inc.	Common stock	$	1.00	11, 15, 16, 17	72,285	99.42	%	99.42	%
Gypsum Management and Supply, Inc.	Capitol Interior Products, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials, Incorporated	Common stock	N/A		1, 5, 7, 8	1,168	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials, Incorporated	Preferred stock	$	1,000	1, 2	13,812	100	%	100	%
Gypsum Management and Supply, Inc.	Capitol Materials of Savannah, Inc.	Common stock	$	1.00	1	15,000	100	%	100	%
Gypsum Management and Supply, Inc.	Carter Hardware Company	Common stock	N/A		36	27,000	100	%	100	%
Gypsum Management and Supply, Inc.	Carter Hardware Company	Preferred stock	$	1,000	1	3,500	100	%	100	%
Gypsum Management and Supply, Inc.	Chaparral Materials, Inc.	Common stock	$	1.00	1, 8	13,466	95.39	%	95.39	%
Gypsum Management and Supply, Inc.	Cherokee Building Materials, Inc.	Common stock	$	1.00	1, 2, 5	15,800	100	%	100	%
Gypsum Management and Supply, Inc.	Cherokee Building Materials of OKC, Inc.	Common stock	$	1.00	1, 3	17,300	100	%	100	%
Gypsum Management and Supply, Inc.	Coastal Interior Products, Inc.	Common stock	N/A		1	80	100	%	100	%
Gypsum Management and Supply, Inc.	Colonial Materials, Inc.	Common stock	$	1.00	1, 4, 5, 7	29,637	88.68	%	88.68	%

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
Gypsum Management and Supply, Inc.	Colonial Materials of Fayetteville, Inc.	Common stock	$	1.00	1, 5	25,323	89.80	%	89.80	%
Gypsum Management and Supply, Inc.	Commercial Interior Products, Inc.	Common stock	$	1.00	1	24,000	100	%	100	%
Gypsum Management and Supply, Inc.	Commonwealth Building Materials, Inc.	Common stock	$	1.00	4, 5, 7	12,714	93.52	%	93.52	%
Gypsum Management and Supply, Inc.	Cowtown Materials, Inc.	Common stock	$	1.00	1, 6	16,800	80	%	80	%
Gypsum Management and Supply, Inc.	Eastex Materials, Inc.	Common stock	$	1.00	2, 12, 14	19,437	97.70	%	97.70	%
Gypsum Management and Supply, Inc.	Gator Gypsum, Inc.	Common stock	$	1.00	2, 7, 15, 21, 22	29,874.512	90.19	%	90.19	%
Gypsum Management and Supply, Inc.	GMS Strategic Solutions, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	GTS Drywall Supply Company	Common stock	N/A		36, 37	26,255	96.17	%	96.17	%
Gypsum Management and Supply, Inc.	GTS Drywall Supply Company	Preferred stock	$	1,000	2	8,000	100	%	100	%
Gypsum Management and Supply, Inc.	Hill Country Materials, Inc.	Common stock	$	1.00	3, 14	14,160	94.65	%	94.65	%
Gypsum Management and Supply, Inc.	Lone Star Materials, Inc.	Common stock	$	1.00	2	12,000	100	%	100	%
Gypsum Management and Supply, Inc.	Longhorn Building Materials, Inc.	Common stock	$	1.00	7, 16, 17	57,147	100	%	100	%
Gypsum Management and Supply, Inc.	Missouri Drywall Supply, Inc.	Common stock	$	33.33	14	15	100	%	100	%
Gypsum Management and Supply, Inc.	Pioneer Materials, Inc.	Common stock	$	1.00	4, 6, 10	10,296	100	%	100	%
Gypsum Management and Supply, Inc.	Pioneer Materials West, Inc.	Common stock	$	1.00	1, 5, 12, 13, 14, 15	36,508	100	%	100	%

Grantor	Issuer	Class of Equity Interest	Par Value		Certificate No(s)	Number of Shares Owned	Percentage of Outstanding Shares Owned		Percentage of Outstanding Shares Pledged
Gypsum Management and Supply, Inc.	Rio Grande Building Materials, Inc.	Common stock	N/A		1	24,300	100	%	100	%
Gypsum Management and Supply, Inc.	Rocket Installation, Inc.	Common stock	$	1.00	1	1,000	100	%	100	%
Gypsum Management and Supply, Inc.	Rocky Top Materials, Inc.	Common stock	$	1.00	2,4, 5	18, 661	86.80	%	86.80	%
Gypsum Management and Supply, Inc.	State Line Building Supply, Inc.	Common stock	$	1.00	3	9,500	100	%	100	%
Gypsum Management and Supply, Inc.	Sun Valley Interior Supply, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials, Inc.	Common stock	$	1.00	1	13,800	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials Dakota, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials Northland, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tamarack Materials of Rochester, Inc.	Common stock	$	1.00	1	20,000	100	%	100	%
Gypsum Management and Supply, Inc.	Tejas Materials, Inc.	Common stock	$	1.00	4, 5	20,235	91.98	%	91.98	%
Gypsum Management and Supply, Inc.	Tool Source Warehouse, Inc.	Common stock	$	1.00	1, 7, 8	17,400	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Acoustical Products, Inc.	Common stock	$	1.00	1	20,250	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials of Columbia, Inc.	Common stock	$	1.00	1, 5	25,800	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials of Myrtle Beach, Inc.	Common stock	N/A		1, 4	28,500	100	%	100	%
Gypsum Management and Supply, Inc.	Tucker Materials, Inc.	Common stock	N/A		24, 27	3,538	100	%	100	%

Grantor

Issuer

Class of
Equity
Interest

Par
Value

Certificate
No(s)

Number
of Shares
Owned

Percentage of
Outstanding
Shares Owned

Percentage of
Outstanding
Shares
Pledged

Gypsum Management and Supply, Inc.

Wildcat Materials, Inc.

Common stock

N/A

1, 6

20,471

100

Schedule III to the
First Lien Security Agreement

INTELLECTUAL PROPERTY

I. Patents

US PATENTS AND PATENT APPLICATIONS

None.

FOREIGN PATENTS AND PATENT APPLICATIONS

None.

II. Domain Names and Trademarks

DOMAIN NAMES

Domain Name		Registrant
cbsi.net		Capitol Building Supply, Inc.
capitol-interior-products.com		Capitol Building Supply, Inc.
capitolinteriorproducts.net		Capitol Building Supply, Inc.
cbsi.net		Capitol Building Supply, Inc.
festoolcompany.com		Capitol Building Supply, Inc.
festooldrywallsander.com		Capitol Building Supply, Inc.
festoolplanex.net		Capitol Building Supply, Inc.
festoolplanexsander.com		Capitol Building Supply, Inc.
festoolproductdc.com		Capitol Building Supply, Inc.
festoolproductmd.com		Capitol Building Supply, Inc.
festoolproductsva.com		Capitol Building Supply, Inc.
festoolproductva.com		Capitol Building Supply, Inc.
festoolsales.com		Capitol Building Supply, Inc.
festoolsander.net		Capitol Building Supply, Inc.
festoolservice.com		Capitol Building Supply, Inc.
festoolsupershop.com		Capitol Building Supply, Inc.
festoolsupply.com		Capitol Building Supply, Inc.
festoolubershop.com		Capitol Building Supply, Inc.
planexdrywallsander.com		Capitol Building Supply, Inc.
planexsander.com		Capitol Building Supply, Inc.
stateline-supply.com		Capitol Building Supply, Inc.
cbsigms.com		Capitol Building Supply, Inc.
capitolmaterialsinc.com		Capitol Materials, Incorporated
capmat.net		Capitol Materials, Incorporated

Domain Name		Registrant
chaparralmaterials.com		Chaparral Materials, Inc.
colonialmaterials.com		Colonial Materials, Inc.
cowtownmaterials.com		Cowtown Materials, Inc.
gtsinteriorsupply.com		GTS Drywall Supply Company
capitolinteriorproducts.com		Gypsum Management and Supply, Inc.
maminc.com		Gypsum Management and Supply, Inc.
capjax.net		Gypsum Management and Supply, Inc.
capmat.com		Gypsum Management and Supply, Inc.
cbmi-va.com		Gypsum Management and Supply, Inc.
cherbmi.com		Gypsum Management and Supply, Inc.
ciphouston.com		Gypsum Management and Supply, Inc.
cmifay.com		Gypsum Management and Supply, Inc.
cmijax.com		Gypsum Management and Supply, Inc.
cmisav.com		Gypsum Management and Supply, Inc.
cmiwil.com		Gypsum Management and Supply, Inc.
coastalint.com		Gypsum Management and Supply, Inc.
eastexmaterials.com		Gypsum Management and Supply, Inc.
flintrivermaterials.com		Gypsum Management and Supply, Inc.
gatorbld.com		Gypsum Management and Supply, Inc.
gatorgypsum.com		Gypsum Management and Supply, Inc.
gms-inc.com		Gypsum Management and Supply, Inc.
gms.com		Gypsum Management and Supply, Inc.
gmsfax.com		Gypsum Management and Supply, Inc.
gmsinternal.com		Gypsum Management and Supply, Inc.
gmsyard.com		Gypsum Management and Supply, Inc.
jobsiteready.com		Gypsum Management and Supply, Inc.
hillcountrymaterials.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
lonestarmaterials.com		Gypsum Management and Supply, Inc.
longhornmaterials.com		Gypsum Management and Supply, Inc.
maverickmaterials.com		Gypsum Management and Supply, Inc.
mavmat.com		Gypsum Management and Supply, Inc.
missouridrywall.com		Gypsum Management and Supply, Inc.
modrywall.com		Gypsum Management and Supply, Inc.
pioneermaterials.net		Gypsum Management and Supply, Inc.
pioneermaterialswest.com		Gypsum Management and Supply, Inc.
rocketinstallation.com		Gypsum Management and Supply, Inc.
shenandoahbuildingsupply.com		Gypsum Management and Supply, Inc.
slbsupply.com		Gypsum Management and Supply, Inc.
statelinebuildingsupply.com		Gypsum Management and Supply, Inc.
tamarackmaterialsnorthland.com		Gypsum Management and Supply, Inc.
tamaracknorthland.com		Gypsum Management and Supply, Inc.
texarkanamaterials.com		Gypsum Management and Supply, Inc.
tidewaterip.com		Gypsum Management and Supply, Inc.
Tool-source.com		Gypsum Management and Supply, Inc.
toolsourceexpress.biz		Gypsum Management and Supply, Inc.
toolsourceexpress.com		Gypsum Management and Supply, Inc.
trianglematerials.com		Gypsum Management and Supply, Inc.
tswfast.com		Gypsum Management and Supply, Inc.
tswonline.com		Gypsum Management and Supply, Inc.
tuckeracoustical.com		Gypsum Management and Supply, Inc.
tuckercolumbia.com		Gypsum Management and Supply, Inc.
tuckergrn.com		Gypsum Management and Supply, Inc.
tuckermaterials.net		Gypsum Management and Supply, Inc.
tuckermaterialsinc.com		Gypsum Management and Supply, Inc.

Domain Name		Registrant
tuckermb.com		Gypsum Management and Supply, Inc.
valintpro.com		Gypsum Management and Supply, Inc.
valleyinterioronline.com		Gypsum Management and Supply, Inc.
vipgms.com		Gypsum Management and Supply, Inc.
vulcaninteriorproducts.com		Gypsum Management and Supply, Inc.
wilcat.com		Gypsum Management and Supply, Inc.
pioneerws.com		Pioneer Materials West, Inc.
tejasmaterials.com		Tejas Materials, Inc.

US TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012
GTS	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012
Tejas Materials and steer head design	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012

Trademark	Application Number	Application Filing Date	Registration Number	Registration Date
Tucker Acoustical Products, Inc.	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012
Valley Interior Products	85/303,774	25-Apr-2011	4,090,155	24-Jan-2012

FOREIGN TRADEMARKS AND TRADEMARK APPLICATIONS

None.

III. Trade Names

Entity		Trade Name(s)
Capitol Materials, Incorporated		Capitol Materials of Alabama, Inc.
Carter Hardware Company		Valley Interior Products, Inc.
Chaparral Materials, Inc.		Rocket Installation, Inc.
Cowtown Materials, Inc.		Rio Grande Building Materials, Inc.
Eastex Materials, Inc.		Louisiana Acoustical & Drywall Materials, Inc.; Texarkana Materials, Inc.
GTS Drywall Supply Company		GTS Interior Supply Company, Inc.
Pioneer Materials West, Inc.		Pioneer Materials West Slope, Inc.
Rocky Top Materials, Inc.		River Bend Materials, Inc.
Sun Valley Interior Supply, Inc.		Sun Valley Supply

IV. Registered Copyrights

None.

V. Exclusive Copyright Licenses

None.

Schedule IV to the
First Lien Security Agreement

COMMERCIAL TORT CLAIMS

None.

Schedule V to the
First Lien Security Agreement

LOCATIONS OF EQUIPMENT AND INVENTORY

Grantor	Location	Description
Capitol Building Supply	700 East First Street, Hagerstown, MD 21740	Distribution Center
Capitol Building Supply	7622-A Backlick Road, Springfield, VA 22150	Distribution Center
Capitol Building Supply	7595 Capitol Way, Marshall, VA 20115	Distribution Center
Capitol Building Supply	7811 Penn-Western Court, Upper Marlboro, MD 20772	Distribution Center
Capitol Building Supply	4501 46th Street, Bladensburg, MD 20710-1009	Distribution Center
Capitol Building Supply	6813 Quad Avenue, Baltimore, MD 21237	Distribution Center
Capitol Building Supply	12340 Conway, Beltsville, MD 20705	Distribution Center
Colonial Materials, Inc.	1101 N. Hoskins Road, Charlotte, NC 28216-3512	Distribution Center
Colonial Materials, Inc.	6211 Hunt Road, Pleasant Garden, NC 27313	Distribution Center
Colonial Materials, Inc.	2600 Lowery St., Winston-Salem, NC 27105-27101	Distribution Center
Commonwealth Building Materials, Inc.	401 Naval Base Road, Norfolk, VA 23505	Distribution Center
Commonwealth Building Materials, Inc.	11066-A Washington Highway, Glen Allen, VA 23059	Distribution Center
GTS Drywall Supply Company	2010 W. Casino Road, Everett, WA 98204	Distribution Center
GTS Drywall Supply Company	8212 South 196th Street, Kent, WA 98032-5748	Distribution Center
GTS Drywall Supply Company	4545 Enterprise Street, Boise, ID 83705	Distribution Center
GTS Drywall Supply Company	4000 NW St. Helen’s Road, Portland, OR 97210	Distribution Center

Exhibit A to the
First Lien Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

Credit Suisse AG,
as the Collateral Agent for the
Secured Parties referred to in the
Credit Agreement referred to below

Attn:

GYP HOLDINGS III CORP.

Ladies and Gentlemen:

Reference is made to (i) the First Lien Credit Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among GYP Holdings III Corp., a Delaware corporation, as the Borrower, GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, and Credit Suisse AG, as Administrative Agent and as Collateral Agent (together with any successor Collateral Agent, the “ Collateral Agent ”), and (ii) the First Lien Security Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”) among the Grantors from time to time party thereto and the Collateral Agent for the ratable benefit of the Secured Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECTION 2. Security for First Lien Obligations . The grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all First Lien Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings,

replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 5. First Lien Obligations Under the Security Agreement . The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

SECTION 6. Governing Law . This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

	Very truly yours,


	[NAME OF ADDITIONAL GRANTOR]


	By:
		Name:
		Title:


		Address for notices:

Acknowledged and accepted as of the date first above written:

	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Exhibit B to the
First Lien Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of [ · ], is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, GYP Holdings III Corp., a Delaware corporation, has entered into a First Lien Credit Agreement dated as of April 1, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), with GYP Holdings II Corp., a Delaware corporation, each Lender from time to time party thereto, and Credit Suisse AG, as Administrative Agent and as Collateral Agent. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.

WHEREAS, as a condition precedent to the making of the Term Loans by the Lenders under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time, each Grantor has executed and delivered that certain First Lien Security Agreement dated as of April 1, 2014 among the Grantors from time to time party thereto and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

(i) the patents and patent applications set forth in Schedule A hereto;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 6. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	[GRANTORS]


	By:
		Name:
		Title:

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Exhibit C to the
First Lien Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “ IP Security Agreement Supplement ”) dated as of [ · ], is among the Person listed on the signature page hereof (the “ Grantor ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain First Lien Security Agreement dated as of April 1, 2014 among the Grantor, such other Persons and the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Security Agreement ”) and that certain Intellectual Property Security Agreement dated as of April 1, 2014 among the Persons listed on the signature pages thereof as Grantors and the Collateral Agent.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

(i) the patents and patent applications set forth in Schedule A hereto;

such intent-to-use Trademark applications or any registrations that issue therefrom under applicable federal law) , together with the goodwill of the business connected with the use thereof and symbolized thereby;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

provided that notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vii), the security interest created hereby shall not extend to, and the term “Additional Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided , further , that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Supplement to Security Agreement . Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

SECTION 3. Security for First Lien Obligations . The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment and performance of all First Lien Obligations of the Grantor now or hereafter

existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 7. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement Supplement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 8. Governing Law . This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

	[NAME OF GRANTOR]


	By:
		Name:
		Title:


	Address for Notices:

EXHIBIT H

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ IP Security Agreement ”) dated as of April 1, 2014, is among the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) and Credit Suisse AG, as collateral agent (the “ Collateral Agent ”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referred to below).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

(i) the patents and patent applications set forth in Schedule A hereto;

(iii) the copyright registrations set forth in Schedule C hereto;

(iv) the agreements granting any exclusive right to the Grantor in or to any registered copyright set forth in Schedule D hereto;

provided that, notwithstanding anything to the contrary contained in the foregoing clauses (i) through (vi), the security interest created hereby shall not extend to, and the term “Collateral” shall not include, any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, or create a right of termination in favor of any other party thereto (other than any Grantor or any Subsidiary of any Grantor), in each case to the extent not rendered unenforceable pursuant to the applicable provisions of the UCC or other applicable law and so long as the applicable provision giving rise to such violation or invalidity or such right of termination was not incurred in anticipation of the entering into of the Credit Agreement, provided, further, that (x) the Collateral includes Proceeds and receivables of any property excluded under this provision, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition and (y) such excluded lease, license or other agreement shall otherwise be subject to the security interest created by the Security Agreement upon receiving any necessary approvals or waivers permitting the assignment thereof.

SECTION 2. Security for First Lien Obligations . The grant of a security interest in the Collateral by each Grantor under this IP Security Agreement secures the payment and performance of all First Lien Obligations of such Grantor now or hereafter existing under or in respect of the Loan Documents (as such Loan Documents may be amended, amended and restated, supplemented, replaced, refinanced, re-tranched, extended, increased or otherwise modified from time to time (including any extensions of maturity dates and increases of the principal amount outstanding thereunder)) or otherwise, including, without limitation, any extensions, increases, modifications, substitutions, amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations (whether or not such action is committed, contemplated or provided for by the Loan Documents on the date

hereof), whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise.

SECTION 6. Notices, Etc . All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or telex communication or facsimile transmission) and mailed, telegraphed, telecopied, telexed, faxed or delivered, if to any Grantor, addressed to it in care of the Borrower at the Borrower’s address specified in Section 10.02 of the Credit Agreement, or if to the Collateral Agent, to its address specified in Section 10.02 of the Credit Agreement. All such notices and other communications shall be deemed to be given or made at such time as shall be set forth in Section 10.02 of the Credit Agreement. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this IP Security Agreement or Schedule hereto shall be effective as delivery of an original executed counterpart thereof.

SECTION 7. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

Grantors:	GYPSUM MANAGEMENT AND SUPPLY, INC.


	By:
		Name:
		Title:

[First Lien IP Security Agreement]

Collateral Agent:	CREDIT SUISSE AG, CAYMAN ISLANDS
	BRANCH, as Collateral Agent


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[First Lien IP Security Agreement]

Schedule A to the

First Lien IP Security Agreement

PATENTS AND PATENT APPLICATIONS

None.

Schedule B to the

First Lien IP Security Agreement

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Grantor: Gypsum Management and Supply, Inc.

Trademark	Country	Application Number	Application Filing Date	Registration Number	Registration Date
Capitol Building Supply and dome design	US	86/142,783	13-Dec-2013	Pending	N/A
Capitol Interior Products and liberty bell design	US	85/342,383	09-Jun-2011	4,156,788	12-Jun-2012
Capitol Materials, Inc. and pyramid design	US	85/342,391	09-Jun-2011	4,095,994	07-Feb-2012
Chaparral Materials, Inc. Leaping Greenward	US	85/222,038	20-Jan-2011	4,018,832	30-Aug-2011
Colonial Materials Inc.	US	85/302,433	22-Apr-2011	4,090,146	24-Jan-2012
Cowtown Materials, Inc. and design	US	85/342,396	09-Jun-2011	4,160,180	19-Jun-2012
Eastex Materials	US	85/302,437	22-Apr-2011	4,093,364	31-Jan-2012
Flint River Materials, Inc.	US	85/302,435	22-Apr-2011	4,156,630	12-Jun-2012
Gator Gypsum and alligator design	US	85/329,474	25-May-2011 27-Mar-2012	4,156,748	12-Jun-2012
GTS	US	74/226,237	29-Nov-1991	1,801,194	26-Oct-1993
Gypsum Management and Supply (stylized)	US	85/329,473	25-May-2011	4,156,747	12-Jun-2012
jobsiteready.com	US	85/745,795	04-Oct-2012	Pending	(ITU) Allowed
Longhorn Building Materials and steer head design	US	85/329,472	25-May-2011	4,093,478	31-Jan-2012
Louisiana Materials	US	85/302,431	22-Apr-2011	4,093,363	31-Jan-2012
Rocky Top Materials (stylized)	US	85/329,476	25-May-2011 27-Mar-2012	4,156,749	12-Jun-2012
State Line Building Supply, Inc.	US	85/305,754	27-Apr-2011 08-Nov-2011	4,090,159	24-Jan-2012
Tamarack Materials (stylized)	US	85/342,400	09-Jun-2011	4,160,181	19-Jun-2012

Trademark	Country	Application Number	Application Filing Date	Registration Number	Registration Date
Tejas Materials and steer head design	US	85/342,385	09-Jun-2011	4,160,178	19-Jun-2012
TMI Triangle Materials, Inc.	US	85/342,389	09-Jun-2011	4,192,948	21-Aug-2012
TSW	US	85/303,734	25-Apr-2011	4,090,152	24-Jan-2012
Tucker Acoustical Products, Inc.	US	85/303,772	25-Apr-2011	4,090,154	24-Jan-2012
Valley Interior Products	US	85/303,774	25-Apr-2011	4,090,155	24-Jan-2012

Schedule C to the

First Lien IP Security Agreement

REGISTERED COPYRIGHTS

None.

Schedule D to the

First Lien IP Security Agreement

EXCLUSIVE COPYRIGHT LICENSES

None.

EXHIBIT I

FORM OF OPINION MATTERS — COUNSEL TO THE LOAN PARTIES

EXHIBIT J

FORM OF SOLVENCY CERTIFICATE

April 1, 2014

I, [ ], certify that I am the duly appointed, qualified and acting chief financial officer of Holdings and, in such capacity, that:

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed and delivered as of the date first above written.

	GYP HOLDINGS II CORP.


	By:
		Name:
		Title:

[ Signature Page to Solvency Certificate ]

EXHIBIT K

FORM OF DISCOUNTED PREPAYMENT OPTION NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

This Discounted Prepayment Option Notice is delivered to you pursuant to Section 2.03(a)(iii) of that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent

The undersigned Borrower Purchasing Party hereby notifies you that, effective as of [ , 20 ], pursuant to Section 2.03(a)(iii) of the Agreement, such Borrower Purchasing Party is seeking:

1. to prepay Term Loans in an aggregate principal amount of [$ ](11) (the “ Proposed Discounted Prepayment Amount ”), [and]

2. [a percentage discount to the par value of the principal amount of the Term Loans greater than or equal to [ %] of par value but less than or equal to [ %] of par value (the “ Discount Range ”)(12), and](13)

3. to receive a Lender Participation Notice on or before [ , 20 ](14), as determined pursuant to Section 2.03(a)(iii) of the Agreement (the “ Acceptance Date ”).

The undersigned Borrower Purchasing Party expressly agrees that this Discounted Prepayment Option Notice is subject to the provisions of Section 2.03(a)(iii) of the Agreement.

The undersigned Borrower Purchasing Party hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Term Lenders as follows:

(1) Insert amount that is minimum of $1.0 million and in an integral multiple of $1.0 million in excess thereof.

(2) Discount Range may be a single percentage.

(3) Include at the election of the Borrower

(4) Insert date (a Business Day) that is at least five Business Days after date of this Discounted Prepayment Option Notice.

1. No Default or Event of Default has occurred and is continuing or would result from the Discounted Voluntary Prepayment (after giving effect to any related waivers or amendments obtained in connection with such Discounted Voluntary Prepayment).

2. Each of the conditions to the Discounted Voluntary Prepayment contained in Section 2.03(a)(iii) of the Agreement has been satisfied.

3. Such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Term Lenders (other than Term Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Term Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

The undersigned Borrower Purchasing Party respectfully requests that the Administrative Agent promptly notify each of the Term Lenders party to the Agreement of this Discounted Prepayment Option Notice.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Discounted Prepayment Option Notice as of the date first above written.

	[NAME OF APPLICABLE BORROWER PURCHASING PARTY]


	By:
		Name:
		Title:

[ Signature Page to Discounted Prepayment Option Notice ]

EXHIBIT L

FORM OF LENDER PARTICIPATION NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

Reference is made to (a) that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and (b) that certain Discounted Prepayment Option Notice, dated , 20 , from the applicable Borrower Purchasing Party listed on the signature page thereto (the “ Discounted Prepayment Option Notice ”). Capitalized terms used herein and not defined herein or in the Agreement shall have the meaning ascribed to such terms in the Discounted Prepayment Option Notice.

The undersigned Term Lender hereby gives you notice, pursuant to Section 2.03(a)(iii) of the Agreement, that it is willing to accept a Discounted Voluntary Prepayment of Term Loans held by such Term Lender:

1. in a maximum aggregate principal amount of [$ ] (the “ Offered Loans ”), and

2. at a maximum discount to par value of the principal amount of the Term Loans equal to [ %](15) of par value (the “ Acceptable Discount ”).

The undersigned Term Lender expressly agrees that this offer is subject to the provisions of Section 2.03(a)(iii) of the Agreement. Furthermore, conditioned upon the Applicable Discount determined pursuant to Section 2.03(a)(iii) of the Agreement being a percentage of par value less than or equal to the Acceptable Discount, the undersigned Term Lender hereby expressly consents and agrees to a prepayment of its Term Loans pursuant to Section 2.03(a)(iii) of the Agreement in an aggregate principal amount equal to the Offered Loans, as such principal amount may be reduced if the aggregate proceeds required to prepay Qualifying Loans (disregarding any interest payable in connection with such Qualifying Loans) would exceed the Proposed Discounted Prepayment Amount for the relevant Discounted Voluntary Prepayment, and acknowledges and agrees that such prepayment of its Term Loans will be allocated at par value, but the actual payment made to such Term Lender will be reduced in accordance with the Applicable Discount.

(1) Insert amount within Discount Range, if specified by the applicable Borrower Purchasing Party.

IN WITNESS WHEREOF, the undersigned has executed this Lender Participation Notice as of the date first above written.

	[NAME OF TERM LENDER]


	By:
		Name:
		Title:

[ Signature Page to Lender Participation Notice ]

EXHIBIT M

FORM OF DISCOUNTED VOLUNTARY PREPAYMENT NOTICE

Date: , 20

To: CREDIT SUISSE AG, as Administrative Agent

Ladies and Gentlemen:

This Discounted Voluntary Prepayment Notice is delivered to you pursuant to Section 2.03(a)(iii) of that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ;” the capitalized terms defined therein being used herein as therein defined), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

The undersigned Borrower Purchasing Party hereby irrevocably notifies you that, pursuant to Section 2.03(a)(iii) of the Agreement, such Borrower Purchasing Party will make a Discounted Voluntary Prepayment to each Term Lender with Qualifying Loans, which shall be made:

1. on or before [ , 20 ](16), as determined pursuant to Section 2.03(a)(iii) of the Agreement,

2. in an aggregate principal amount of [$ ], and

3. at a percentage discount to the par value of the principal amount of the Term Loans equal to [ %] of par value (the “ Applicable Discount ”).

The undersigned Borrower Purchasing Party expressly agrees that this Discounted Voluntary Prepayment Notice is irrevocable and is subject to the provisions of Section 2.03(a)(iii) of the Agreement.

The undersigned Borrower Purchasing Party hereby represents and warrants to the Administrative Agent on behalf of the Administrative Agent and the Term Lenders as follows:

(1) Insert date (a Business Day) that is at least one Business Day after date of this Notice and no later than five Business Days after the Acceptance Date (or such later date as the Administrative Agent and the applicable Borrower Purchasing Party shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans).

2. Such Borrower Purchasing Party does not have any material non-public information with respect to Holdings, the Borrower or any of its Subsidiaries or any of their respective securities that either (A) has not been disclosed to the Term Lenders (other than Term Lenders that do not wish to receive such information) or has not otherwise been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD, prior to such time or (B) if not disclosed to the Term Lenders, could reasonably be expected to have a material effect upon, or otherwise be material to, Holdings, the Borrower and the Restricted Subsidiaries.

3. Each of the conditions to making the Discounted Voluntary Prepayment set forth in Section 2.03(a)(iii) of the Agreement has been satisfied.

The undersigned Borrower Purchasing Party respectfully requests that the Administrative Agent promptly notify each of the relevant Term Lenders party to the Agreement who has Qualifying Loans of this Discounted Voluntary Prepayment Notice.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Discounted Voluntary Prepayment Notice as of the date first above written.

	[NAME OF APPLICABLE BORROWER PURCHASING PARTY]


	By:
		Name:
		Title:

[ Signature Page to Discounted Voluntary Prepayment Notice ]

EXHIBIT N-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record and beneficial owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

4. It is not a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower 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 by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Lender ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Lender hereby represents and warrants that:

1. It is the sole record owner of the Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s));

3. Neither the Foreign Lender nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

5. None of its direct or indirect partners/members is a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN 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 (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing 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 calendar years preceding such payment.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN LENDER ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record and beneficial owner of the participation in respect of which it is providing this certificate;

2. It is not a “bank” for purposes of Section 881(c)(3)(A) of the Code;

3. It is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

4. It is not a controlled foreign corporation within the meaning of Section 881(c)(3)(C) of the Code related to the Borrower within the meaning of Section 864(d) of the Code.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT N-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For U.S. Federal Income Tax Purposes)

Reference is made to that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Agreement ”), among GYP HOLDINGS III CORP., a Delaware corporation, as Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. (the “ Foreign Participant ”) is providing this certificate pursuant to Section 3.01(g) of the Agreement.

The Foreign Participant hereby represents and warrants that:

1. It is the sole record owner of the participation in respect of which it is providing this certificate;

2. Its direct or indirect partners/members are the sole beneficial owners of such participation;

3. Neither the Foreign Participant nor any of its direct or indirect partners/members is a “bank” for purposes of Section 881(c)(3)(A) of the Code ;

4. None of its direct or indirect partners/members is a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code; and

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate on the day of , 20 .

	[ NAME OF FOREIGN PARTICIPANT ]


	By:
		Name:
		Title:

[ Signature Page to U.S. Tax Compliance Certificate ]

IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date set forth below.

	[NAME OF FOREIGN LENDER]


	By:
		Name:
		Title:
		Date:

[ Signature Page to U.S. Tax Compliance Certificate ]

EXHIBIT O

FORM OF SECURED HEDGE NOTICE

NOTICE OF SECURED HEDGE AGREEMENT

for

[Swap Contract/IDSA Master Agreement between [NAME OF HEDGE BANK] (“ Hedge Bank ”) and GYP Holdings III Corp., a Delaware corporation (the “ Borrower ”), dated as of [DATE OF ISDA/Swap Contract]

Reference is made to (i) the First Lien Credit Agreement, dated as of April 1, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Credit Agreement ”), among the Borrower, GYP HOLDINGS II CORP., a Delaware corporation, the Lenders from time to time party thereto and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and (ii) the ISDA Master Agreement dated as of [DATE OF ISDA/SWAP CONTRACT] (the “ Swap Contract ”). This communication is to inform you that the Borrower and Hedge Bank hereby designate the above captioned Swap Contract as a “Secured Hedge Agreement” as defined in the Credit Agreement secured under to that certain Guaranty (as defined in the Credit Agreement) and the Collateral Documents (as defined in the Credit Agreement).

The Borrower and Hedge Bank acknowledge and accept Hedge Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX of the Credit Agreement for itself and its Affiliates as if Hedge Bank were a “Lender” party to the Credit Agreement.

The terms of this notice shall be governed by and construed in accordance with the laws of the State of New York.

GYP HOLDINGS III CORP.


By:
	Name:
	Title:


[HEDGE BANK]


By:
	Name:
	Title:


By:
	Name:
	Title:

EXHIBIT P

FORM OF INTERCOMPANY NOTE

[DATE]

For value received, each of the undersigned (together with their respective successors and assigns, each a “ Payor ”, and collectively, the “ Payors ”), hereby promises to pay on demand to each of the undersigned (together with its successors and assigns, each a “ Payee ”), the unpaid principal amount of all loans and advances made by the Payee to each Payor. Each Payor promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by such Payor and the Payee. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreements identified below (unless otherwise indicated).

The Secured Parties shall be third party beneficiaries hereof and shall be entitled to enforce the subordination and other provisions hereof.

From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto by executing a counterpart signature page to this Intercompany Note (each

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

PAYORS:

	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]


	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

Pay to the following PAYEES:


	[SUBSIDIARY A NAME]


	By
		Name:
		Title:


	[SUBSIDIARY B NAME]


	By
		Name:
		Title:


	[SUBSIDIARY C NAME]


	By
		Name:
		Title:

[ Signature Page to Intercompany Note ]

EXHIBIT Q

FORM OF TERM INTERCREDITOR AGREEMENT

EXHIBIT R

FORM OF ABL/TERM INTERCREDITOR AGREEMENT

Exhibit 10.7

EXECUTION VERSION

SECOND LIEN CREDIT AGREEMENT

Dated as of April 1, 2014

among

GYP HOLDINGS III CORP.

as the Borrower,

GYP HOLDINGS II CORP.

as Holdings,

CREDIT SUISSE AG

as Administrative Agent and Collateral Agent

The Other Lenders Party Hereto,

CREDIT SUISSE SECURITIES (USA) LLC

RBC CAPITAL MARKETS (1)

UBS SECURITIES LLC

as Joint Lead Arrangers and Joint Bookrunners

(1) RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS

Section		Page

	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS

1.01	Defined Terms	1
1.02	Other Interpretive Provisions	54
1.03	Accounting Terms	54
1.04	Rounding	55
1.05	References to Agreements and Laws	55
1.06	Times of Day	55
1.07	Timing of Payment or Performance	55
1.08	Currency Equivalents Generally	55
1.09	Pro Forma Calculations	55
1.10	Basket Calculations	56
1.11	Classification of Term Loans and Term Borrowings	56

	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS

2.01	The Term Loans	56
2.02	Term Borrowings, Conversions and Continuations of Term Loans	56
2.03	Prepayments	58
2.04	Termination or Reduction of Term Commitments	67
2.05	Repayment of Term Loans	67
2.06	Interest	67
2.07	Fees	68
2.08	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	68
2.09	Evidence of Indebtedness	68
2.10	Payments Generally; Administrative Agent’s Clawback	69
2.11	Sharing of Payments	71
2.12	Incremental Second Lien Term Facilities	72
2.13	Defaulting Lenders	77

	ARTICLE III
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

3.01	Taxes	78
3.02	Illegality	81
3.03	Inability to Determine Rates	82
3.04	Increased Cost and Reduced Return; Capital Adequacy	83
3.05	Funding Losses	83
3.06	Matters Applicable to All Requests for Compensation	84
3.07	Replacement of Lenders under Certain Circumstances	85
3.08	Survival	86

	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01	Conditions to Initial Credit Extension	86
4.02	Conditions to All Credit Extensions	91

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES

5.01	Existence, Qualification and Power; Compliance with Laws	92
5.02	Authorization; No Contravention	92
5.03	Governmental Authorization; Other Consents	93
5.04	Binding Effect	93
5.05	Financial Statements; No Material Adverse Effect.	93
5.06	Litigation	94
5.07	No Default	94
5.08	Ownership of Property; Liens	94
5.09	Environmental Matters	95
5.10	Taxes	95
5.11	ERISA Compliance	95
5.12	Subsidiaries; Equity Interests	96
5.13	Margin Regulations; Investment Company Act	97
5.14	Disclosure	97
5.15	Compliance with Laws	97
5.16	Intellectual Property.	97
5.17	Solvency	98
5.18	Labor Matters	98
5.19	Perfection, Etc.	98
5.20	OFAC and PATRIOT Act Compliance	98
5.21	Anti-Corruption Compliance	99
5.22	OFAC	99
5.23	Designation as Senior Debt	99
5.24	Tax Reporting Compliance	99

	ARTICLE VI
	AFFIRMATIVE COVENANTS

6.01	Financial Statements	99
6.02	Certificates; Other Information	101
6.03	Notices	103
6.04	Payment of Obligations	104
6.05	Preservation of Existence, Etc.	104
6.06	Maintenance of Properties	104
6.07	Maintenance of Insurance	104
6.08	Compliance with Laws	104
6.09	Books and Records	105
6.10	Inspection Rights	105

6.11	Use of Proceeds	105
6.12	Covenant to Guarantee Obligations and Give Security	105
6.13	Compliance with Environmental Laws	108
6.14	Further Assurances, Post Closing Obligations	108
6.15	Maintenance of Ratings	110
6.16	Conference Calls	110
6.17	ERISA	111

	ARTICLE VII
	NEGATIVE COVENANTS

7.01	Liens	111
7.02	Investments	115
7.03	Indebtedness	118
7.04	Fundamental Changes	122
7.05	Dispositions	123
7.06	Restricted Payments	125
7.07	Change in Nature of Business	128
7.08	Transactions with Affiliates	128
7.09	Burdensome Agreements	129
7.10	Use of Proceeds	131
7.11	Amendments of Organization Documents	131
7.12	Accounting Changes	131
7.13	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments.	131
7.14	Holding Companies	132

	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES

8.01	Events of Default	133
8.02	Remedies Upon Event of Default	135
8.03	Application of Funds	136

	ARTICLE IX
	ADMINISTRATIVE AGENT AND OTHER AGENTS

9.01	Appointment and Authorization of Agents	137
9.02	Delegation of Duties	137
9.03	Liability of Agents	138
9.04	Reliance by Agents	138
9.05	Notice of Default	139
9.06	Credit Decision; Disclosure of Information by Agents	139
9.07	Indemnification of Agents	139
9.08	Agents in their Individual Capacities	140
9.09	Successor Agents	140
9.10	Administrative Agent May File Proofs of Claim	142
9.11	Collateral and Guaranty Matters	142

iii

9.12	[Reserved]	143
9.13	Other Agents; Arranger and Managers	143
9.14	Appointment of Supplemental Administrative Agents	143
9.15	Withholding	144

	ARTICLE X
	MISCELLANEOUS

10.01	Amendments, Etc.	145
10.02	Notices; Effectiveness; Electronic Communications	148
10.03	No Waiver; Cumulative Remedies; Enforcement	150
10.04	Expenses and Taxes	151
10.05	Indemnification by the Borrower	152
10.06	Payments Set Aside	153
10.07	Successors and Assigns	154
10.08	Confidentiality	159
10.09	Setoff	160
10.10	Interest Rate Limitation	161
10.11	Counterparts	162
10.12	Integration; Effectiveness	162
10.13	Survival of Representations and Warranties	162
10.14	Severability	162
10.15	Governing Law; Jurisdiction; Etc.	162
10.16	WAIVER OF RIGHT TO TRIAL BY JURY	163
10.17	Binding Effect	164
10.18	No Advisory or Fiduciary Responsibility	164
10.19	Affiliate Activities	165
10.20	Electronic Execution of Assignments and Certain Other Documents	165
10.21	USA PATRIOT ACT; “Know Your Customer” Checks.	165
10.22	Intercreditor Agreements.	166

SCHEDULES

	I	Guarantors
	II	Immaterial Subsidiaries
	2.01	Term Commitments and Pro Rata Shares
	4.01(a)(viii)	Local Counsel
	5.08(b)	Material Real Property
	5.09	Environmental Matters
	5.11(d)	Pension Plans
	5.12	Subsidiaries and Other Equity Investments
	5.16	Intellectual Property
	5.18	Labor Matters
	6.14	Initial Mortgaged Properties
	7.01	Existing Liens
	7.02	Existing Investments
	7.03	Existing Indebtedness
	7.08	Existing Affiliate Transactions
	10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

		Form of

	A	Committed Loan Notice
	B	[Reserved]
	C	Note
	D	Compliance Certificate
	E-1	Assignment and Assumption
	E-2	Affiliated Lender Assignment and Assumption
	E-3	Administrative Questionnaire
	F-1	Holdings Guaranty
	F-2	Subsidiary Guaranty
	G	Security Agreement
	H	Intellectual Property Security Agreement
	I	Opinion Matters — Counsel to the Loan Parties
	J	Solvency Certificate
	K	Discounted Prepayment Option Notice
	L	Lender Participation Notice
	M	Discounted Voluntary Prepayment Notice
	N	U.S. Tax Compliance Certificate
	O	[Reserved]
	P	Intercompany Note
	Q	Term Intercreditor Agreement
	R	ABL/Term Intercreditor Agreement

SECOND LIEN CREDIT AGREEMENT

This SECOND LIEN CREDIT AGREEMENT (this “ Agreement ”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “ Borrower ”), GYP HOLDINGS II CORP., a Delaware corporation (“ Holdings ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent.

PRELIMINARY STATEMENTS

The Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Article IV below, the Lenders lend to the Borrower $160,000,000 in the form of a term loan facility.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms . As used in this Agreement (including the preliminary statements above), the following terms shall have the meanings set forth below:

“ ABL Administrative Agent ” means the administrative agent under the ABL Facility.

“ ABL Collateral Agent ” means the collateral agent under the ABL Facility.

documents governing such replacement constitute “ABL Debt Documents” for purposes of the ABL/Term Intercreditor Agreement) .

“ ABL Guarantor ” means any “Guarantor” as defined in the ABL Credit Agreement.