EX-10.1
from S-1/A
7 pages
In Connection With the Acquisition of US LBM Holdings, LLC (“Holdings”) by LBM Acquisition, LLC (“Buyer”), Pursuant to the Membership Interest Acquisition Agreement, Dated as of July 24, 2015 (As Amended From Time to Time), by and Among, Buyer, Holdings, Bep/US LBM Intermediate Investors, LLC, US LBM Super Holdings, LLC, US LBM Excess Rollover, LLC, And, Solely for Purposes of Section 10.7 and Article 12 Therein, Blackeagle Partners Fund, L.P. (The “Purchase Agreement”), Kelso & Company, L.P. (“Kelso”) and Blackeagle Partners, LLC (“Blackeagle”) Entered Into a Letter Agreement, Dated as of August 20, 2015, by and Among Holdings, Kelso and Blackeagle (The “Advisory Agreement”) Setting Forth Certain Agreements, Including the Payment of Advisory Fees by Holdings to Kelso, Blackeagle and the Other Members (As Defined in the Advisory Agreement). in Connection With the Initial Public Offering by US Lbm Holdings, Inc. (“US LBM”) of Shares of Its Class a Common Stock Pursuant to US Lbm’s Registration Statement on Form S-1 (Registration No. 333-217816) and the Transactions Contemplated Thereby (The “Offering”), Holdings, Kelso and Blackeagle Desire to Amend and Restate the Advisory Agreement in Its Entirety as Hereinafter Provided to Assign the Rights and Obligations of Holdings to LBM Midco, LLC (The “Company”) Following the Offering. the Company Hereby Consents to Such Assignment and the Parties Hereto Agree as Follows: From Time to Time Following the Offering
12/34/56
