AMENDMENT TO SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT

Exhibit 10.9

AMENDMENT TO SECOND

AMENDED AND RESTATED MANAGEMENT AGREEMENT

Amendment, effective as of November 4, 2011 (“Amendment”), to that certain Second Amended and Restated Management Agreement (the “Management Agreement”), originally made and entered into as of March 29, 2004, as amended and restated as of June 29, 2005, and as further amended and restated as of April 30, 2010, by and among IBP Holding Company, an Ohio corporation (“Service Company”), Installed Building Products, LLC, a Delaware limited liability company (“IBP”), OCM IBP Holdings, Inc., a Delaware corporation (“OCM”), Stonehenge Opportunity Fund LLC, a Delaware limited liability company (“SOF”), Primus IBP Investment, LLC, a Delaware limited liability company (“Primus Investment”), Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive” and collectively with OCM, SOF and Primus Investment and their respective successors and assigns, and any Person who acquires any equity interests in IBP from OCM, SOF, Primus Investment or Primus Executive or OCM, the “Investors”), and Cetus Capital II LLC, a Delaware limited liability company (“Cetus”) as successor in interest to JPMorgan Chase Bank, N.A., as Agent.

RECITALS

WHEREAS, IBP and other affiliated entities are parties to a restructuring more particularly described in a Recapitalization and Exchange Agreement, dated as of November 4, 2011, by and between CCIB Holdco, Inc., a Delaware corporation, and Cetus (the “Recapitalization Agreement”); and

WHEREAS, it a condition precedent to the closing of the Recapitalization Agreement that the Management Agreement be amended so that the term of the Management Agreement shall terminate at 11:59 p.m. on December 31, 2011.

NOW, THEREFORE, in consideration of the foregoing, the undersigned hereby agree as follows:

1. Effective immediately, Section 4.1 of the Management Agreement shall be deleted and replaced in its entirety with the following:

“4.1 Term. Subject to the provisions of Section 4.2 hereof, the term of this Agreement will commence on March 29, 2004 and will terminate at 11:59 p.m. on December 31, 2011. This provision shall not be further amended or modified without the prior written consent of Cetus Capital II, LLC, a Delaware limited liability company, who is an intended third party beneficiary hereof.”

2. Capitalized terms used in this Amendment without definition shall have the meanings ascribed to such terms in the Management Agreement.

3. Except as provided herein, the Management Agreement is hereby ratified, confirmed and approved in all respects.

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4. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Ohio.

5. This Amendment and the Management Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. No modification of or amendment to this Amendment, nor any waiver of any rights under this Amendment, shall be effective unless in writing signed by the parties to this Amendment and by Cetus (who is an intended third party beneficiary of this Amendment). The failure by any party to enforce any rights under this Amendment shall not be construed as a waiver of any rights of such party.

6. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile or electronic image transmission (including in the form of a PDF file) shall be binding to the same extent as an original signature page. Any party that delivers a signature page by facsimile or electronic image transmission shall deliver an original counterpart to any other party that requests such original counterpart.

7. This Amendment will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

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IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date first written above.

 

INSTALLED BUILDING PRODUCTS, LLC						IBP HOLDING COMPANY
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		EVP - Finance				Title:		EVP - Finance
STONEHENGE OPPORTUNITY FUND LLC						PRIMUS EXECUTIVE FUND V LIMITED PARTNERSHIP
By: Stonehenge Holdings, Inc., its Manager						By: Primus Venture Partners V, L.L.C., its General Partner
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇				Name:
Title:		Authorized Signatory				Title:
PRIMUS IBP INVESTMENT, LLC						OCM IBP HOLDINGS, INC.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:						Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:						Title:		Authorized Signatory
CETUS CAPITAL II, LLC
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇				By:		/s/ ▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇				Name:		▇▇▇ ▇▇▇▇▇
Title:		Managing Director				Title:		Authorized Signatory