Exhibit 10.3
INCREASED COMMITMENT
AGREEMENT
Reference is made to the Third
Amended and Restated Loan and Security Agreement, dated as of
October 14, 2005 (as amended, supplemented or otherwise
modified from time to time, the “Loan Agreement”),
among Beacon Sales Acquisition, Inc., a Delaware corporation
(“Borrower”), each of Quality Roofing Supply
Company, Inc., a Delaware corporation (“Quality”),
Beacon Canada, Inc., a Delaware corporation (“Beacon
Canada Holdings”), Best Distributing Co, a North Carolina
corporation (“Best Distribution”), The Roof
Center, Inc., a Delaware corporation (“RFC”), West
End Lumber Company, Inc., a Delaware corporation (“West
End”), J.G.A. Beacon, Inc., a Delaware corporation
(“JGA”), SDI Holding, Inc., a Delaware corporation
(“SDI Holding”), SDI Acquisition Guarantor, Inc.,
a Delaware corporation (“SDI Guarantor”), Shelter
Distribution, Inc. a Delaware corporation, and Beacon
Pacific, Inc., a Delaware corporation (“Pacific”)
(each individually a “Domestic Subsidiary Guarantor”
and collectively “Domestic Subsidiary Guarantors” and
together with Borrower and each other domestic Subsidiary of
Borrower which thereafter becomes a party to the Loan Agreement,
each individually an “Obligor” and collectively
“Obligors”), the financial institutions listed on the
signature pages thereto, and their respective successors and
Eligible Assignees (each individually a “Lender” and
collectively “Lenders”), and General Electric Capital
Corporation, a Delaware corporation (in its individual capacity,
“GE Capital”), for itself as a Lender, as the initial
L/C Issuer and as Agent (“Agent”). Unless
otherwise defined herein, capitalized terms defined in the Loan
Agreement and used herein shall have the meanings given to them in
the Loan Agreement.
WHEREAS, Borrower has proposed that
the Revolving Loan Commitment be increased by the amount of
$50,000,000 (the “Additional Revolving Loan
Commitment”) and that any Revolving Loan advanced under the
Additional Revolving Loan Commitment bear interest at the interest
rates applicable to the existing Revolving Loan;
WHEREAS, the undersigned Lenders
(each an “Increasing Lender” and, collectively, the
“Increasing Lenders”) have agreed to increase their
Revolving Loan Commitments by an aggregate amount equal to the
amount of the Additional Revolving Loan Commitment upon the terms
and subject to the conditions set forth herein and in the Loan
Agreement;
NOW, THEREFORE, the Increasing
Lenders and Obligors hereby agree as follows:
1.
Increased Revolving Loan
Commitments .
Upon the
Effective Date, (as defined below), the Revolving Loan Commitment
of each Increasing Lender shall be increased to the amount set
forth below such Increasing Lender’s signature on the
signature pages hereto (the aggregate amount of such increases
in the Increasing Lenders’ Revolving Loan Commitments being
referred to as the “Additional Revolving Loan
Commitment”). The effect of the foregoing increases in
the Increasing Lenders’ Revolving Loan Commitments shall be
to increase the Revolving Loan Commitment from $230,000,000 to
$280,000,000 on the Effective Date. All advances made
pursuant to the Additional Revolving Loan Commitment shall
constitute Revolving Advances bearing interest at the applicable
rates set forth in Section 2.2 of the Credit Agreement, shall
constitute Obligations, shall be secured by the Collateral and
shall be repaid
