**FIRST
AMENDMENT TO CREDIT AGREEMENT**
  THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated
as of May 20, 2004, is made among (i) BUILDING MATERIALS HOLDING
CORPORATION, a Delaware corporation (“ Holdings ”), as
borrower, (ii) BMC WEST CORPORATION, a Delaware corporation (the
“ Company ”), and
certain other affiliates of Holdings, as guarantors, (iii) the financial
institutions listed on the signature pages hereof under the heading “LENDERS”
(individually, each a “ Lender ” and,
collectively, the “ Lenders ”),
(iv) GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Lead Arranger,
(v) U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, (vi) UNION
BANK OF CALIFORNIA, N.A., as Documentation Agent and (vii) WELLS FARGO
BANK, NATIONAL ASSOCIATION (“ Wells
Fargo ”), as
the L/C Issuer, the Swingline Lender, the administrative agent for the Lenders
(in such capacity, the “ Administrative
Agent ”) and
Co-Lead Arranger.
  Holdings,
the Company and the other Guarantors, the Lenders and the Administrative Agent
are parties to a Credit Agreement dated as of August 13, 2003 (the
“ Credit
Agreement ”).
Holdings has requested that the Lenders agree to certain amendments to the
Credit Agreement. The Lenders have agreed to such request, subject to the terms
and conditions hereof.
  Accordingly,
the parties hereto agree as follows:
  SECTION
1  Definitions;
Interpretation .
  (a)
    Terms
      Defined in Credit Agreement.
      All capitalized terms used in this Amendment (including in the preamble
      and recitals hereof) and not otherwise defined herein shall have the
      meanings assigned to them in the Credit
Agreement.
  (b)
    Interpretation.
      The rules of interpretation set forth in Section 1.02 of the Credit
      Agreement shall be applicable to this Amendment and are incorporated
      herein by this reference.
  SECTION
2  Amendments
to the Credit Agreement .
  (a)
    Amendments.
      The Credit Agreement shall be amended as follows, effective as of the date
      of satisfaction of the conditions set forth in Section 4 (the
      “Effective
      Date”):
  (i)
    Section 1.01
      of the Credit Agreement shall be amended as
follows:
  (A)
    The
      defined term “Applicable
      Margin”
      shall be amended and restated in its entirety as set forth
  below:
  “ Applicable
Margin ” means
(i) with respect to Base Rate Loans and Offshore Rate Loans which are Revolving
Loans, the amount set forth opposite the indicated Level below the heading “Base
Rate Spread or “Offshore Rate Spread” in the pricing grid set forth on Annex
I in
accordance with the parameters for calculations of such amounts also set forth
on Annex
I , and
(ii) with respect to Term B Loans which are Base Rate Loans, 2.00%, and with
respect to Term B Loans which are Offshore Rate Loans, 2.75%.”
 
 (B)
    A
      new defined term “First
      Amendment”
      shall be inserted in proper alphabetical order as
follows:
  
  “ First
Amendment ” means
the First Amendment to Credit Agreement dated as of May 20, 2004, by and among
Holdings, the Company and each other Guarantor, the Lenders and the
Administrative Agent.”
  (C)
    The
      defined term “L/C
      Commitment”
      shall be amended by deleting the dollar amount “$30,000,000” in the fourth
      line thereof and inserting “$50,000,000” in its
place.
  (ii)
    Annex
      I to the Credit Agreement (captioned “Pricing Grid”) shall be amended and
      restated in its entirety in the form of Annex I attached
  hereto.
  (b)
    References
      Within Credit Agreement.
      Each reference in the Credit Agreement to “this Agreement” and the words
      “hereof,” “herein,” “hereunder,” or words of like import, shall mean and
      be a reference to the Credit Agreement as amended by this
    Amendment.
  SECTION
3  Fees .
  Holdings
shall pay to the Administrative Agent the fees set forth in that certain letter
agreement dated as of May 12, 2004, by and between Holdings and the
Administrative Agent (the “ Amendment
Fee Letter ”). Such
fees shall be due and payable by Holdings on the dates set forth in such
Amendment Fee Letter.
  SECTION
4  Conditions
of Effectiveness . The
effectiveness of Section 2 of this Amendment shall be subject to the
satisfaction of each of the following conditions precedent:
  (a)
    Execution.
      The Administrative Agent shall have received (i) from Holdings, the
      Company and each other Guarantor a duly executed original (or, if elected
      by the Administrative Agent, an executed facsimile copy) of this
      Amendment, (ii) from Holdings a duly executed original of the Amendment
      Fee Letter and (iii) from each Lender a duly executed written consent to
      this Amendment authorizing the Administrative Agent to execute and deliver
      this Amendment on such Lender’s behalf.
  (b)
    Fees
      and Expenses.
      Holdings shall have paid (i) all fees then due in accordance with
      Section 3 and (ii) all invoiced costs and expenses then due in
      accordance with Section 6(d).
  (c)
    Additional
      Closing Documents and Actions.
      The Administrative Agent shall have received the following, in form and
      substance satisfactory to it: A certificate of a Responsible Officer of
      Holdings and the Company, stating that (i) the representations and
      warranties contained in Section 5 of this Amendment are true and
      correct on and as of the date of such certificate as though made on and as
      of the Effective Date, and (ii) on and as of the Effective Date,
      after and giving effect to this Amendment, no Default shall have occurred
      and be continuing.
 
 (d)
    Representations
      and Warranties; No Default.
      On the Effective Date, after giving effect to the amendment of the Credit
      Agreement contemplated hereby:
  2.
 
 (i)
    the
      representations and warranties contained in Section 5 shall be true
      and correct on and as of the Effective Date as though made on and as of
      such date; and
  (ii)
    no
      Default shall have occurred and be continuing.
  (e)
    Additional
      Documents.
      The Administrative Agent shall have received, in form and substance
      satisfactory to it, such additional approvals, opinions, documents and
      other information as the Administrative Agent or any Lender (through the
      Administrative Agent) may reasonably request.
  SECTION
5  Representations
and Warranties . To
induce the Lenders to enter into this Amendment, Holdings hereby confirms and
restates, as of the date hereof, the representations and warranties made by it
in Article VI of the Credit Agreement and in the other Loan Documents; *provided* , *however* , any
representations and warranties which relate solely to an earlier date shall not
be deemed confirmed and restated as of the date hereof; *provided* , *further* , *however* , that
such representations and warranties shall be true, correct and complete as of
such earlier date. For the purposes of this Section 5, (i) each
reference in Article VI of the Credit Agreement to “this Agreement,” and
the words “hereof,” “herein,” “hereunder,” or words of like import in such
Section, shall mean and be a reference to the Credit Agreement as amended by
this Amendment and shall take into account any amendments to the Schedules and
other disclosures made in writing by Holdings to the Administrative Agent and
the Lenders after the Closing Date and approved by the Administrative Agent and
the Majority Lenders, and (ii) Section 6.11
of the Credit Agreement shall be deemed instead to refer to the last day of the
most recent fiscal quarter and fiscal year for which financial statements have
then been delivered.
  SECTION
6  Miscellaneous .
  (a)
    Notice.
      The Administrative Agent shall notify Holdings, the Company and the
      Lenders of the occurrence of the Effective Date and promptly thereafter
      distribute to Holdings, the Company and the Lenders copies of all
      documents delivered under Section 4.
  (b)
    Credit
      Agreement Otherwise Not Affected.
      Except as expressly amended pursuant hereto, the Credit Agreement shall
      remain unchanged and in full force and effect and is hereby ratified and
      confirmed in all respects. The Lenders’ and the Administrative Agent’s
      execution and delivery of, or acceptance of, this Amendment and any other
      documents and instruments in connection herewith (collectively, the
      “Amendment
      Documents”)
      shall not be deemed to create a course of dealing or otherwise create any
      express or implied duty by any of them to provide any other or further
      amendments, consents or waivers in the future.
  (c)
    No
      Reliance.
      Each of Holdings, the Company and each other Guarantor hereby acknowledges
      and confirms to the Administrative Agent and the Lenders that it is
      executing this Amendment and the other Amendment Documents on the basis of
      its own investigation and for its own reasons without reliance upon any
      agreement, representation, understanding or communication by or on behalf
      of any other Person.
  (d)
    Costs
      and Expenses.
      Holdings agrees to pay to the Administrative Agent on demand the
      reasonable out-of-pocket costs and expenses of the Administrative Agent,
      and the reasonable fees and disbursements of counsel to the Administrative
      Agent, in connection with the negotiation, preparation, execution and
      delivery of this Amendment and any other documents to be delivered in
      connection herewith.
  3.
  (e)
    Binding
      Effect.
      This Amendment shall be binding upon, inure to the benefit of and be
      enforceable by Holdings, the Company and each other Guarantor, the
      Administrative Agent and each Lender and their respective successors and
      assigns.
  **(f)**
    Governing
      Law.**THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
      OF THE STATE OF CALIFORNIA.**
  (g)
    Complete
      Agreement; Amendments.
      This Amendment, together with the other Amendment Documents and the other
      Loan Documents, contains the entire and exclusive agreement of the parties
      hereto and thereto with reference to the matters discussed herein and
      therein. This Amendment supersedes all prior commitments, drafts,
      communications, discussion and understandings, oral or written, with
      respect thereto. This Amendment may not be modified, amended or otherwise
      altered except in accordance with the terms of Section 11.01 of the
      Credit Agreement.
  (h)
    Severability.
      Whenever possible, each provision of this Amendment shall be interpreted
      in such manner as to be effective and valid under all applicable laws and
      regulations. If, however, any provision of this Amendment shall be
      prohibited by or invalid under any such law or regulation in any
      jurisdiction, it shall, as to such jurisdiction, be deemed modified to
      conform to the minimum requirements of such law or regulation, or, if for
      any reason it is not deemed so modified, it shall be ineffective and
      invalid only to the extent of such prohibition or invalidity without
      affecting the remaining provisions of this Amendment, or the validity or
      effectiveness of such provision in any other
jurisdiction.
  (i)
    Counterparts.
      This Amendment 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 but one and the same instrument.
  (j)
    Loan
      Documents.
      This Amendment and the other Amendment Documents shall constitute Loan
      Documents.
  [ *Signature
Pages Follow* .]
  
 4.
 IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the
date first above written.
  THE
      BORROWER  BUILDING MATERIALS
    HOLDINGCORPORATIONBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
  THE
      GUARANTORS  BMC WEST CORPORATIONBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
  BMC WEST CORPORATION
      SOUTHCENTRALBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 BMCW SOUTHCENTRAL,
      L.P.  By:
      BMC WEST CORPORATION
      SOUTHCENTRAL,
      its General PartnerBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
  SIGNATURE PAGE 1
TO FIRST AMENDMENT TO CREDIT AGREEMENT
  BMCW, LLC  By:
      BMC WEST CORPORATION, its Managing MemberBy
    /s/ Lesa D.
  ThomasName: Lesa D. ThomasTitle: 
Manager
 BMC CONSTRUCTION,
      INC.By
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 KBI CONSTRUCTION,
      LLC By: BMC Framing, Inc., its Managing
  MemberBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 KB INDUSTRIES LIMITED
      PARTNERSHIP By: BUILDING MATERIALS HOLDING
      CORPORATION, its General PartnerBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
  SIGNATURE PAGE 2
TO FIRST AMENDMENT TO CREDIT AGREEMENT
 
 VAUGHN ROAD,
      LLC  By: BMC CONSTRUCTION, INC., its Managing MemberBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 KBI CONCRETE,
      LLC  By: BMC CONSTRUCTION, INC., its Managing MemberBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 TOTAL CONCRETE,
      LLC  By: KBI CONCRETE, LLC, its Managing MemberBy
    /s/ William M.
    SmarttName: William M. SmarttTitle: Senior Vice President andChief
      Financial Officer
 THE ADMINISTRATIVE
      AGENT  WELLS FARGO BANK, NATIONAL
    ASSOCIATIONBy
    /s/ Thomas M.
  GlogerName: Thomas M. GlogerTitle:  Vice
    President
  
 SIGNATURE PAGE 3
TO FIRST AMENDMENT TO CREDIT AGREEMENT
 ANNEX
I
  PRICING
GRID
  From and
after Effective Date (as defined in the First Amendment), the Applicable Margin
for Revolving Loans and the Applicable Fee Amount for any day shall be the
amount per annum set forth below based on the EBITDA Ratio set forth in the most
recently delivered Compliance Certificate delivered by Holdings pursuant to Section 7.02(c) of the
Credit Agreement. Changes in the Applicable Margin for Revolving Loans and the
Applicable Fee Amount resulting from a change in the EBITDA Ratio shall become
effective on the date of delivery by Holdings to the Administrative Agent of a
new Compliance Certificate pursuant to Section 7.02(c) . If
Holdings shall fail to deliver a Compliance Certificate and accompanying
financial statements within the number of days after the end of any fiscal
quarter or fiscal year as required pursuant to Section 7.02(c) , the
parties agree that the Applicable Margin and the Applicable Fee Amount shall be
fixed at Level 4 until such time as Holdings delivers such new Compliance
Certificate and accompanying financial statements pursuant to Section
7.02(c) .
 **Level**
    **EBITDA
      Ratio**
    **Offshore
      Rate Spread**
    **Base
      Rate Spread**
    **Letter
      of Credit Fee**
    **Commitment
      Fee**Level
      5
    greater
      than or equal to 3.00:1.00
    2.750%
    1.500%
    2.750%
    0.625%Level
      4
    greater
      than or equal to 2.50:1.00 but less than 3.00:1.00
    2.250%
    1.000%
    2.250%
    0.500%Level
      3
    greater
      than or equal to 2.00:1.00 but less than 2.50:1.00
    1.750%
    0.500%
    1.750%
    0.375%Level
      2
    greater
      than or equal to 1.50:1.00 but less than 2.00:1.00
    1.375%
    0.125%
    1.375%
    0.375%Level
      1
    less
      than 1.50:1.00
    1.000%
    0.000%
    1.000%
    0.375%
 
 ANNEX
      I
      1.