Exhibit 10.1

Execution Version

SEVENTH AMENDMENT TO ABL CREDIT AGREEMENT

This SEVENTH AMENDMENT TO ABL CREDIT AGREEMENT, dated as of March 11, 2022 (this “Amendment”), among Specialty Building Products Intermediate II, LLC, a Delaware limited liability company (“Holdings”), Specialty Building Products Holdings, LLC, a Delaware limited liability company (the “Borrower Representative”, the “Parent Borrower” and a “US Borrower”), the other Borrowers party hereto, each Lender party hereto and Bank of America, N.A. (“Bank of America”), as agent (in such capacity, the “Agent”).

WHEREAS, Holdings, the Parent Borrower, U.S. Lumber Group LLC, a Delaware limited liability company, as a US Borrower, Moulure Alexandria Moulding Inc., as a Canadian Borrower, the other Borrowers (as defined therein) from time to time party thereto, the Lenders (as defined therein) from time to time party thereto, and the Agent are parties to that certain ABL Credit Agreement, dated as of October 1, 2018 (as amended by that certain First Amendment to ABL Credit Agreement, dated as of January 18, 2019, that certain Second Amendment to ABL Credit Agreement, dated as of February 20, 2020, that certain Third Amendment to ABL Credit Agreement, dated as of September 30, 2020, that certain Fourth Amendment to ABL Credit Agreement, dated as of October 9, 2020, that certain Fifth Amendment to ABL Credit Agreement, dated as of January 21, 2021, that certain Sixth Amendment to ABL Credit Agreement, dated as of November 18, 2021 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended hereby, the “Credit Agreement”; capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment).

WHEREAS, on the date hereof, there are Revolving Credit Commitments under the Existing Credit Agreement in an aggregate principal amount of $300,000,000 (the “Existing Revolving Credit Commitments”);

WHEREAS, subject to the conditions set forth in Section II hereof, in accordance with the provisions of Sections 2.20 and 9.2 of the Existing Credit Agreement, the US Borrowers wish to amend the Existing Credit Agreement as set forth in Section I below to, among other things, increase the Existing Revolving Credit Commitments in the aggregate principal amount of $200,000,000 (the “2022 Incremental Revolving Commitments” and, each Lender with a 2022 Incremental Revolving Commitment on the Seventh Amendment Effective Date (as defined below), a “2022 Incremental Revolving Lender”) on the terms and conditions as set forth herein. The amount of each 2022 Incremental Revolving Lender’s 2022 Incremental Revolving Commitment as of the Seventh Amendment Effective Date is set forth opposite such 2022 Incremental Revolving Lender’s name in Exhibit B hereto under the caption “2022 Incremental Revolving Commitment”;

WHEREAS, subject to the conditions set forth in Section II hereof, in accordance with the provisions of Section 9.2 of the Existing Credit Agreement, the Borrowers have requested that the Lenders, agree to amend certain other provisions of the Existing Credit Agreement as provided for in Section I hereof;

WHEREAS, Holdings, the Parent Borrower, the other Borrowers, the Agent and each of the Lenders party hereto wish to amend the Existing Credit Agreement as set forth in Section I hereof; and

WHEREAS, each of Bank of America, N.A., Truist Securities, Inc., Barclays Bank PLC and Wells Fargo Bank, National Association will act as a lead arranger (each in such capacity, a “2022 Incremental Arranger”) and bookrunner with respect to the 2022 Incremental Revolving Commitments and this Amendment.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO EXISTING CREDIT AGREEMENT

Subject to the satisfaction (or waiver) of the conditions precedent set forth in Section II hereof, Holdings, the Parent Borrower, the other Borrowers, the Agent and each of the Lenders party hereto hereby agree to the amendments to the Existing Credit Agreement as set forth below:

A. Credit Agreement. The Existing Credit Agreement is amended to delete the red stricken text (indicated textually in the same manner as the following example: stricken text) and to add the blue double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto.

B. Schedules. Schedule 2.1 to the Existing Credit Agreement is deleted in its entirety and replaced with Schedule 2.1 attached as Exhibit B hereto.

C. Exhibits. Exhibit G to the Existing Credit Agreement is deleted in its entirety and replaced with Exhibit G attached as Exhibit C hereto.

D. Incremental Facility. From and after the Seventh Amendment Effective Date, each 2022 Incremental Revolving Lender agrees that it shall be a “Revolving Credit Lender” with a “Revolving Credit Commitment” under the Credit Agreement in an aggregate principal amount equal to its 2022 Incremental Revolving Commitment plus, in the case of any 2022 Incremental Revolving Lender that is an existing Lender, its Revolving Credit Commitments immediately prior to the Seventh Amendment Effective Date, with such Revolving Credit Commitment (i) having all the terms and conditions applicable thereto as set forth in Exhibit A hereto and (ii) constituting a commitment to make additional Revolving Credit Loans on the same terms as the initial Revolving Credit Loans under the Existing Credit Agreement.

SECTION II. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS TO EXISTING CREDIT AGREEMENT

This Amendment shall become effective upon the satisfaction (or waiver) of all of the following conditions precedent (the date of satisfaction (or waiver) of such conditions precedent being referred to herein as the “Seventh Amendment Effective Date”).

A. Execution. The Agent’s receipt of the following each of which shall be original, .pdf or facsimile copies or delivered by other electronic method unless otherwise specified:

(i) a counterpart signature page to this Amendment duly executed by each of the Lenders, Holdings, the Parent Borrower, and the other Borrowers and Loan Parties party hereto;

(ii) customary legal opinions from Winston & Strawn LLP, as special counsel to the Loan Parties, in form and substance reasonably satisfactory to the Agent covering such matters relating to this Amendment as the Agent shall reasonably request;

(iii) a solvency certificate in substantially the form of Exhibit H to the Credit Agreement, dated as of the Seventh Amendment Effective Date, certifying that the Parent Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, are Solvent;

(iv) The Agent shall have received the following:

(a) a copy of the charter or other similar Organizational Document of each Loan Party organized under the laws of the United States or any state thereof or the District of Columbia (a “US Loan Party”) and each amendment thereto, certified (as of a date reasonably near the Seventh Amendment Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such US Loan Party is organized or incorporated;

(b) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated within thirty (30) days of the Seventh Amendment Effective Date, certifying that such Loan Party is duly organized and in good standing under the laws of such jurisdiction; and

(c) a certificate of the Secretary, Assistant Secretary or other appropriate Responsible Officer of each Loan Party dated the Seventh Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, or operating or partnership agreement of such Loan Party, and in the case of each Loan Party that is organized under the laws of Canada or any province thereof (a “Canadian Loan Party”), together with such Canadian Loan Party’s certificate and articles of incorporation or amalgamation, as in effect on the Seventh Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below or that such documents have not been modified since the Closing Date (as defined in the Existing Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or analogous governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the documents related thereto to which such Loan Party is a party and, in the case

of the US Borrowers, the incurrence of the 2022 Incremental Revolving Commitments, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or formation, partnership agreement or other constitutive documents of such Loan Party have not been amended since the date the documents furnished pursuant to clause (a) above were certified and (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party; and

(v) a certificate stating that the conditions set forth in Section II(C) and Section II(D) of this Amendment are satisfied.

B. Fees and Other Amounts.

(i) Payment of reasonable and documented expenses of the Agent (including reasonable and documented out-of-pocket legal fees and expenses) in connection with this Amendment pursuant to Section V.G. below; provided, that all such amounts shall be required to be paid, as a condition precedent to the Seventh Amendment Effective Date, only to the extent invoiced at least one (1) Business Day prior to the Seventh Amendment Effective Date; and

(ii) Payment to each 2022 Incremental Revolving Lender of a fee (the “Commitment Fee”) in an amount equal to 0.15% of the aggregate principal amount of the 2022 Incremental Revolving Commitments of such 2022 Incremental Revolving Lender on the Seventh Amendment Effective Date, which Commitment Fee (i) shall be earned, due and payable in full on the Seventh Amendment Effective Date, (ii) shall not be refundable under any circumstances and (iii) shall be paid in immediately available funds in U.S. Dollars and shall not be subject to reduction by way of withholding, setoff or counterclaim or be otherwise affected by any claim or dispute related to any other matter; provided, that the 2022 Incremental Revolving Lenders may, in their sole discretion, share all or a portion of the Commitment Fee with any of the other Lenders or their affiliates.

C. Representations and Warranties. Each of the representations and warranties of Holdings, the Parent Borrower and the other Borrowers contained herein and in the Loan Documents shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date as if made on and as of such date, except, excluding the representations and warranties contained in Sections 3.11(b) (solely with respect to the last sentence thereof) and 3.16(b), which shall be true and correct in all material respects on and as of the Seventh Amendment Effective Date, for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (provided, that, in each case such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality or Material Adverse Effect).

D. Absence of Specified ABL Default. No Specified ABL Default has occurred and is continuing at the time of the incurrence of the 2022 Incremental Revolving Commitments or immediately after giving effect thereto.

E. Know Your Customer and Beneficial Ownership. So long as requested at least five (5) Business Days prior to the Seventh Amendment Effective Date, the Agent shall have received, at least three (3) Business Days prior to the Seventh Amendment Effective Date, (i) all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) and Canadian Anti-Money Laundering Laws and (ii) if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

SECTION III. POST-CLOSING COVENANT

No later than ten (10) Business Days following the Seventh Amendment Effective Date (or such later date as may be reasonably agreed by the Agent), the Agent shall have received customary legal opinions from special Maryland, Rhode Island, Indiana, Ohio, Washington, New Jersey and Pennsylvania local counsel to certain Loan Parties in each case, in form and substance reasonably satisfactory to the Agent covering such matters relating to this Amendment as the Agent shall reasonably request.

SECTION IV. CONSENTS

The undersigned Lender hereby consents to its respective allocation of the 2022 Incremental Revolving Commitments after giving effect to this Amendment and the transactions contemplated herein in the amount (not exceeding any commitment offered by such Lender) allocated to it by the Agent on the Seventh Amendment Effective Date as set forth in the Register (as such respective allocation has been indicated by the Agent to such Lender on or prior to the Seventh Amendment Effective Date).

SECTION V. REAFFIRMATION OF GUARANTEES AND SECURITY INTERESTS

Each of the Loan Parties party to the Credit Agreement, the Security Documents and the other Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby as of the date hereof (i) acknowledges and agrees that all of its Obligations under the Credit Agreement, the Security Documents and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Credit Agreement, the Security Documents and the other Loan Documents, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Credit Agreement, the Security Documents and the other Loan Documents are, and shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and the complete payment and performance by the Borrowers and the other Loan Parties when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, any loans made in respect of the 2022 Incremental Revolving Commitment under the Credit Agreement.

SECTION VI. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

(i) On and after the Seventh Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed and this Amendment shall not be considered a novation.

(iii) (w) This Amendment (including all exhibits attached hereto) shall constitute a “Loan Document”, an “Incremental Amendment” and the notice to the Agent required under Section 2.20 of the Credit Agreement, (x) each 2022 Incremental Revolving Lender shall constitute a “Lender”, “US Revolving Credit Lender” and “Revolving Credit Lender”, (y) each 2022 Incremental Revolving Commitment shall constitute a “Revolving Credit Commitment” and “US Revolving Credit Commitment” and (z) the loans borrowed under the 2022 Incremental Revolving Commitments shall constitute “Loans”, “Revolving Credit Loans” and “US Revolving Credit Loans”, in each case, for all purposes of the Credit Agreement and shall be administered and construed pursuant to the terms of the Credit Agreement.

B. Limitation of Amendment and Waiver. Nothing herein shall be deemed to (i) entitle any Loan Party to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances or (ii) constitute a modification, limitation, impairment or waiver of any right, power or remedy available to the Agent or the Lenders under the Credit Agreement or any other Loan Document.

C. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

D. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable in any jurisdiction, the legality, validity and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, of this Amendment and the other Loan Documents shall not be affected or impaired thereby.

E. [Reserved].

F. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

G. Costs and Expenses. Each Borrower hereby reconfirms its obligations pursuant to Section 9.3(a) of the Credit Agreement to pay and reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and all other documents and instruments delivered in connection herewith.

H. Governing Law; Waiver of Jury Trial. Sections 9.9 and 9.10 of the Credit Agreement are hereby incorporated herein by reference mutatis mutandis.

I. Electronic Records and Signatures. This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), including Communications required to be in writing, may, if agreed by the parties hereto, be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. Each of the Loan Parties hereto agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated with any Communication shall be valid and binding on them to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against them in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Agent. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Agent’s, business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Agent shall be under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Agent pursuant to procedures approved by them; provided, further, without limiting the foregoing, (a) to the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the Loan Parties without further verification and (b) upon the request of the Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

J. 2022 Incremental Arrangers. Holdings, the Parent Borrower and the other Borrowers agree that (a) each 2022 Incremental Arranger shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Joint Lead Arrangers under the Credit Agreement and (b) each 2022 Incremental Arranger shall have no duties, responsibilities or liabilities with respect to this Amendment, the Credit Agreement or any other Loan Document.

K. Reallocation. On the Seventh Amendment Effective Date, each 2022 Incremental Revolving Lender shall purchase and assume from each existing US Revolving Credit Lender and Canadian Revolving Credit Lender having US Revolving Credit Loans and Canadian Revolving Credit Loans, respectively, and participations in US Letters of Credit and Canadian Letters of Credit, respectively, outstanding on such Seventh Amendment Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of the 2022 Incremental Revolving Lender’s US Lender Percentage and Canadian Lender Percentage, respectively (in each case, after giving effect to the 2022 Incremental Revolving Commitments), in the aggregate outstanding US Revolving Credit Loans and Canadian Revolving Credit Loans, respectively, and participations in US Letters of Credit and Canadian Letters of Credit, respectively, so as to ensure that, on the Seventh Amendment Effective Date after giving effect to the 2022 Incremental Revolving Facility Commitments, (i) each US Revolving Credit Lender is owed only its US Lender Percentage of the US Revolving Credit Loans and participations in US Letters of Credit outstanding and (ii) each Canadian Revolving Credit Lender is owed only its Canadian Lender Percentage of the Canadian Revolving Credit Loans and participations in Canadian Letters of Credit outstanding, in each case, on such Seventh Amendment Effective Date

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized, as of the date first written above.


SPECIALTY BUILDING PRODUCTS INTERMEDIATE II, LLC, as Holdings



By:		/s/ Ronald Stroud
Name:		Ronald Stroud
Title:		Chief Financial Officer, Secretary and Treasurer


SPECIALTY BUILDING PRODUCTS HOLDINGS, LLC, as the Parent Borrower, the Borrower Representative and a US Borrower




By:		/s/ Ronald Stroud
Name:		Ronald Stroud
Title:		Chief Financial Officer, Secretary and Treasurer


U.S. LUMBER GROUP, LLC, as a US Borrower
U.S. LUMBER GROUP, LLC, as a US Borrower

By:		/s/ Ronald Stroud
Name:		Ronald Stroud
Title:		Chief Financial Officer, Secretary and Treasurer


SBP FINANCE CORP., as a US Borrower and a Specified Borrower


By:		/s/ Ronald Stroud
Name:		Ronald Stroud
Title:		Chief Financial Officer, Secretary and Treasurer

Specialty Building Products, Inc. S-1/A