Exhibit 10(i)(4)






Exhibit 10(i)(4)




EXHIBIT A




BID-OPTION NOTE 




December
     , 2004




Detroit, Michigan




For value received, Universal Forest Products, Inc., a Michigan corporation (the “Company”),
unconditionally promises to pay to the order of
                                                             (the “Lender”), the
unpaid principal amount of each Bid-Option Loan made by the Lender to the Company pursuant to the
Credit Agreement referred to below, on the last day of the Interest Period relating to such Loan.
The Company further promises to pay interest on the aggregate unpaid principal amount of such
Bid-Option Loans on the dates and at the rates negotiated as provided in the Credit Agreement. All
such payments of principal and interest with respect to Bid-Option Loans shall be made in U.S.
Dollars in Same Day Funds at the Agent’s principal office in Detroit, Michigan.



The Lender is hereby authorized by the Company to record on the schedule attached to this
Bid-Option Note, or on its books and records, the date, amount and type of each Bid-Option Loan,
the duration of the related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such schedule, which
schedule or such books and records, as the case may be, shall constitute prima facie evidence of
the information so recorded, provided, however, that any failure by the Lender to
record any such information shall not relieve the Company of its obligation to repay the
outstanding principal amount of such Bid-Option Loans, all accrued interest thereon and any amount
payable with respect thereto in accordance with the terms of this Bid-Option Note and the Credit
Agreement.



The Company and each endorser or guarantor hereof waives demand, presentment, protest,
diligence, notice of dishonor and any other formality in connection with this Bid-Option Note.
Should the indebtedness evidenced by this Bid-Option Note or any part thereof be collected in any
proceeding or be placed in the hands of attorneys for collection, the Company agrees to pay, in
addition to the principal, interest and other sums due and payable hereon, all costs of collecting
this Bid-Option Note, including attorneys’ fees and expenses (including without limitation
allocated costs and expenses of attorneys who are employees of the Lender).



This Bid-Option Note evidences one or more Bid-Option Loans made under the Credit Agreement,
dated as December ____, 2004, as amended, supplemented or otherwise modified from time to time (the
“Credit Agreement”), by and among the Company, the Canadian Borrower, the lenders party thereto
from time to time (including the Lender), JPMorgan Chase Bank, N.A., as Agent, Wachovia Bank, N.A.,
as Syndication Agent, and Standard Federal Bank, N.A., as Documentation Agent, to which reference
is hereby made for a statement of the circumstances under which this Bid-Option Note is subject to
prepayment and under which its due date may be accelerated. Capitalized terms used but not defined
in this Bid-Option Note shall have the respective meanings ascribed thereto in the Credit
Agreement.


 


 









 






This Bid-Option Note is made under, and shall be governed by and construed in accordance with,
the laws of the State of Michigan applicable to contracts made and to be performed entirely within
such State and without giving effect to choice of law principles of such State.




	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	Its: 	 	 	 
	 

	 	 	 	 

	 	 






BID-OPTION NOTE




 


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Schedule to Bid-Option Note, dated December      , 2004,

payable by Universal Forest Products, Inc. to the order of                     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	of	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	Bid-	 	 	 	 	 	Amount	 	Principal	 	Notation
	Transaction	 	Bid-Option	 	Option	 	Interest	 	Interest	 	Paid Or	 	Balance	 	Made
	Date	 	Loan	 	Loan*	 	Rate	 	Period	 	Prepaid	 	Outstanding	 	By
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 








	 	 	 
	*	 	A — Bid-Option Absolute Rate

	 
	 	 	E — Bid-Option Eurocurrency Rate





BID-OPTION NOTE





 


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EXHIBIT B




GUARANTY AGREEMENT




PARTIES




THIS GUARANTY AGREEMENT, dated as of December 20, 2004 (this “Guaranty”), is made by UNIVERSAL
FOREST PRODUCTS, INC., a Michigan corporation (the “Company”), UNIVERSAL FOREST PRODUCTS TEXAS
LIMITED PARTNERSHIP, a Michigan limited partnership (“Universal Texas”), UNIVERSAL FOREST PRODUCTS
HOLDING COMPANY, INC., a Michigan corporation (“Universal Holding”), UNIVERSAL FOREST PRODUCTS
WESTERN DIVISION, INC., a Michigan corporation (“Universal Western”), UNIVERSAL FOREST PRODUCTS
EASTERN DIVISION, INC., a Michigan corporation (“Universal Eastern”), UNIVERSAL TRUSS, INC., a
Michigan corporation (“Universal Truss”), UNIVERSAL FOREST PRODUCTS RECLAMATION CENTER, INC., a
Michigan corporation (“Universal Reclamation”), UNIVERSAL FOREST PRODUCTS OF MODESTO L.L.C., a
Michigan limited liability company (“Universal Modesto”), TRESSTAR, LLC, a Michigan limited
liability company (“Tresstar”), UFP VENTURES, INC., a Michigan corporation (“UFP Ventures”), UFP
REAL ESTATE, INC., a Michigan corporation (“UFP Real Estate”), UFP VENTURES II, INC., a Michigan
corporation (“UFP Ventures II”), UNIVERSAL FOREST PRODUCTS RMS, LLC a Michigan limited liability
company (“Universal RMS”), UFP TRANSPORTATION, INC. a Michigan limited liability company, (“UFP
Transportation”), INDIANAPOLIS REAL ESTATE, LLC, a Michigan limited liability company
(“Indianapolis Real Estate” and together with the Company, Universal Texas, Universal Holding,
Universal Western, Universal Eastern, Universal Truss, Universal Reclamation, Universal Modesto,
Tresstar, UFP Ventures, UFP Real Estate UFP Ventures II, Universal RMS, and UFP Transportation,
collectively referred to as the “Guarantors”) in favor of each of the Lenders as defined below.



RECITALS




A. The Company and the Canadian Borrower (collectively referred to as the “Borrowers”, and
individually as a “Borrower”), the lenders party thereto from time to time (such lenders, together
with any other lenders now or hereafter parties to the Credit Agreement as defined below,
collectively referred to as the “Banks”), JPMorgan Chase Bank, N.A., as agent for the Banks (in
such capacity, together with any successor agent, the “Agent”), Wachovia Bank, N.A., as Syndication
Agent, and Standard Federal Bank, N.A., as Documentation Agent, have executed a Credit Agreement
dated as December 20, 2004 (as amended or modified from time to time, and together with any
agreement executed in replacement therefor or otherwise refinancing such credit agreement, the
“Credit Agreement”), and the Borrowers have issued their promissory notes pursuant to the Credit
Agreement (as amended or modified from time to time and together with any promissory note or notes
issued in exchange or replacement therefor or otherwise issued pursuant to the Credit Agreement,
the “Notes”, and the Credit Agreement, the Notes and all other agreements and instruments among the
Borrowers, the Agent and the Banks, or any of them, executed in connection therewith, including
without limitation any Rate Hedging Agreements relating to the Credit Agreement, whether now or
hereafter executed, and any supplements or modifications thereof and any agreements or instruments
issued in exchange or replacement therefor, collectively referred to as the “Agreements”).



B. Pursuant to the terms of the Agreements the Banks have agreed to make certain extensions of
credit to the Borrowers.



GUARANTY AGREEMENT




 












 







C. Each Guarantor, other than the Company, is a Domestic Subsidiary of the Company or the
Canadian Borrower. The Canadian Borrower, the Company, and the other Guarantors are engaged in
related businesses, and the Guarantors have derived or will derive substantial direct and indirect
benefit from the making of the extensions of credit by the Banks.



D. The obligation of the Banks to make or continue to make certain extensions of credit under
the Credit Agreement are conditioned upon, among other things, the execution and delivery by the
Guarantors of this Guaranty, and the extensions of credit under the Credit Agreement were made in
reliance upon the issuance of this Guaranty.



AGREEMENT




In consideration of the premises and to induce the Banks to make loans, extend credit or make
other financial accommodations, and to continue to keep such credit and other financial
accommodations available to the Borrowers, each Guarantor hereby agrees with and for the benefit of
the Banks as follows:



1. Defined Terms. As used in this Guaranty, terms defined in the first paragraph of
this Guaranty and in the recital paragraphs are used herein as defined therein, and the following
terms shall have the following meanings:



“Cumulative Guarantors” shall mean the Guarantors and all other future guarantors of the
Liabilities.




“Lenders” shall mean the Banks and the Agent and their successors and assigns.



“Liabilities” shall mean (i) with respect to the Guarantors other than the Company, all
indebtedness, obligations and liabilities of the Borrowers to any of the Lenders in connection with
or pursuant to the Agreements, including without limitation, all principal, interest (including but
without limitation interest which, but for the filling of a bankruptcy petition, would have accrued
on the principal amount of the Liabilities), charges, fees and all costs and expenses, including
without limitation reasonable fees and expenses of counsel, in each case whether now existing or
hereafter arising, direct or indirect (including without limitation any participation interest
acquired by any Lender in such indebtedness, obligations and liabilities of the Borrowers to any
other person), absolute or contingent, joint and/or several, secured or unsecured, arising by
operation of law or otherwise, and (ii) with respect to the Company, all indebtedness, obligations
and liabilities of the Canadian Borrower to any of the Lenders in connection with or pursuant to
the Agreements, including without limitation, all principal, interest (including but without
limitation interest which, but for the filling of a bankruptcy petition, would have accrued on the
principal amount of the Liabilities), charges, fees and all costs and expenses, including without
limitation reasonable fees and expenses of counsel, in each case whether now existing or hereafter
arising, direct or indirect (including without limitation any participation interest acquired by
any Lender in such indebtedness,
obligations and liabilities of the Canadian Borrower to any other person), absolute or contingent,
joint and/or several, secured or unsecured, arising by operation of law or otherwise.



GUARANTY AGREEMENT




 


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All other capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Credit Agreement.



2. Guarantee. (a) Each Guarantor hereby guarantees to the Lenders, irrevocably,
absolutely and unconditionally, as primary obligor and not as surety only, the prompt and complete
payment of the Liabilities.



(b) All payments to be made under this Guaranty (except pursuant to paragraph (c) below) shall
be made to each Lender pro rata in accordance with the unpaid amount of Liabilities held by each
Lender at the time of such payment.



(c) The Guarantors agree to make prompt payment, on demand, of any and all reasonable costs
and expenses incurred by any Lender in connection with enforcing the obligations of any of the
Guarantors hereunder including without limitation the reasonable fees and disbursements of counsel.



3. Consents to Renewals, Modifications and other Actions and Events. This Guaranty and
all of the obligations of the Guarantors hereunder shall remain in full force and effect without
regard to and shall not be released, affected or impaired by: (a) any amendment, assignment,
transfer, modification of or addition or supplement to the Liabilities or any Agreement; (b) any
extension, indulgence, increase in the Liabilities or other action or inaction in respect of any of
the Agreements or otherwise with respect to the Liabilities, or any acceptance of security for, or
other guaranties of, any of the Liabilities or Agreements, or any surrender, release, exchange,
impairment or alteration of any such security or guaranties including without limitation the
failing to perfect a security interest in any such security or abstaining from taking advantage of
or realizing upon any other guaranties or upon any security interest in any such security; (c) any
default by any Borrower under, or any lack of due execution, invalidity or unenforceability of, or
any irregularity or other defect in, any of the Agreements; (d) any waiver by any Lender or any
other person of any required performance or otherwise of any condition precedent or waiver of any
requirement imposed by any of the Agreements, any other guaranties or otherwise with respect to the
Liabilities; (e) any exercise or non-exercise of any right, remedy, power or privilege in respect
of this Guaranty, any other guaranty or any of the Agreements; (f) any sale, lease, transfer or
other disposition of the assets of any Borrower or any consolidation or merger of any Borrower with
or into any other person, corporation, or entity, or any transfer or other disposition of any
shares of capital stock of any Borrower; (g) any bankruptcy, insolvency, reorganization or similar
proceedings involving or affecting any Borrower or any other guarantor of the Liabilities; (h) the
release or discharge of any Borrower from the performance or observance of any agreement, covenant,
term or condition under any of the Liabilities or contained in any of the Agreements, of any
Cumulative Guarantor or of this Guaranty, by operation of law or otherwise; or (i) any other cause
whether similar or dissimilar to the foregoing which, in the absence of this provision, would
release, affect or impair the obligations, covenants, agreements or duties of any Guarantor
hereunder or constitute a defense hereto, including without limitation any act or omission by any
Lender or any other person which increases the scope of any Guarantor’s risk; and in each case
described in this paragraph whether or not any Guarantor shall have notice or knowledge of any of
the foregoing, each of which is specifically waived by
each Guarantor. Each Guarantor warrants to the Lenders that it has adequate means to obtain from
the Borrowers on a continuing basis information concerning the financial condition and other
matters with respect to the Borrowers and that it is not relying on any Lender to provide such
information either now or in the future.



GUARANTY AGREEMENT




 


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4. Waivers, Etc. Each Guarantor unconditionally waives: (a) notice of any of the
matters referred to in Paragraph 3 above; (b) all notices which may be required by statute, rule of
law or otherwise to preserve any rights of any Lender, including, without limitation, notice to the
Guarantors of default, presentment to and demand of payment or performance from any Borrower and
protest for non-payment or dishonor; (c) any right to the exercise by any Lender of any right,
remedy, power or privilege in connection with any of the Agreements; (d) any requirement of
diligence or marshaling on the part of any Lender; (e) any requirement that any Lender, in the
event of any default by any Borrower, first make demand upon or seek to enforce remedies against,
such Borrower or any other Cumulative Guarantor before demanding payment under or seeking to
enforce this Guaranty; (f) any right to notice of the disposition of any security which any Lender
may hold from any Borrower or otherwise and any right to object to the commercial reasonableness of
the disposition of any such security; and (g) all errors and omissions in connection with any
Lender’s administration of any of the Liabilities, any of the Agreements or any other Cumulative
Guarantor, or any other act or omission of any Lender which changes the scope of such Guarantor’s
risk. The obligations of each Guarantor hereunder shall be complete and binding forthwith upon the
execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise,
and notice of acceptance hereof or action in reliance hereon shall not be required.



5. Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional,
irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly
independent of and in addition to other rights and remedies of any Lender with respect to any
Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the
pursuit by any Lender of any such rights and remedies, such pursuit being hereby waived by each
Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue
(irrespective of any statute of limitations otherwise applicable) and cover and include all the
Liabilities of the Borrowers accruing or in the process of accruing to the Lenders before the
Lenders deliver to the Guarantors a release of this Guaranty, which is in writing, refers
specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice
President of each Lender. Nothing shall discharge or satisfy the liability of any Guarantor
hereunder except the full and irrevocable payment and performance of all of the Liabilities and the
expiration or termination of all the Agreements. All payments to be made by the Guarantors
hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the
assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations
hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction
or withholding for, or on account of, any present or future taxes or other similar charges of
whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any
deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be
necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have
received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time
all or any part of any payment previously applied by any Lender to any of the Liabilities must be
returned by such Lender for any reason, whether by court order, administrative order, or settlement
and whether as a “voidable preference”, “fraudulent conveyance” or otherwise, each Guarantor
remains liable for the full
amount returned as if such amount had never been received by such Lender, notwithstanding any
termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities and
all obligations of each Guarantor hereunder shall be reinstated in such case.



GUARANTY AGREEMENT




 


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6. Evidence of Liabilities. Each Lender’s books and records showing the Liabilities
shall be admissible in any action or proceeding, shall be binding upon each Guarantor for the
purpose of establishing the Liabilities due from the Borrowers and shall constitute prima facie
proof, absent manifest error, of the Liabilities of the Borrowers to such Lender, as well as the
obligations of each Guarantor to such Lender.



7. Subordination, Subrogation, Contribution, Etc. Each Guarantor agrees that all
present and future indebtedness, obligations and liabilities of any Borrower to such Guarantor
shall be fully subordinate and junior in right and priority of payment to any indebtedness of such
Borrower to the Lenders, and no Guarantor shall have any right of subrogation, contribution
(including but without limitation the contribution and subrogation rights granted below),
reimbursement or indemnity whatsoever nor any right of recourse to security for the debts and
obligations of such Borrower unless and until all Liabilities shall have been paid in full, such
payment is not subject to any possibility of revocation or rescission and all Agreements have
expired or been terminated. Subject to the preceding sentence, if any Guarantor makes a payment in
respect of the Liabilities it shall be subrogated to the rights of the payee against the relevant
Borrower with respect to such payment and shall have the rights of contribution set forth below
against all other Cumulative Guarantors and each Guarantor agrees that all other Cumulative
Guarantors shall have the rights of contribution against it set forth below. If any Guarantor makes
a payment in respect of the Liabilities that is smaller in proportion to its Payment Share (as
hereinafter defined) than such payments made by the other Cumulative Guarantors are in proportion
to the amounts of their respective Payment Shares, such Guarantor shall, when permitted by the
first sentence of this Section 7, pay to the other Guarantors an amount such that the net payments
made by the Cumulative Guarantors in respect of the Liabilities shall be shared among the
Cumulative Guarantors pro rata in proportion to their respective Payment Shares. If any Guarantor
receives any payment by way of subrogation that is greater in proportion to the amount of its
Payment Share than the payments received by the other Cumulative Guarantors are in proportion to
the amounts of their respective Payment Shares, such Guarantor shall, when permitted by the first
sentence of this Section 7, pay to the other Cumulative Guarantors an amount such that the
subrogation payments received by the Guarantors shall be shared among the Cumulative Guarantors pro
rata in proportion to their respective Payment Shares.



For purposes of this Guaranty, the “Payment Share” of any Cumulative Guarantor shall be the
sum of (a) the aggregate proceeds of the Liabilities received by such Guarantor (and, if received
subject to a repayment obligation, remaining unpaid on the Determination Date, as hereinafter
defined), plus (b) the product of (i) the aggregate Liabilities remaining unpaid on the date such
Liabilities become due and payable in full, whether by stated maturity, acceleration or otherwise
(the “Determination Date”) reduced by the amount of such Liabilities attributed to all of the
Cumulative Guarantors pursuant to clause (a) above, times (ii) a fraction, the numerator of which
is such Guarantor’s net worth on the effective date of this Guaranty (determined as of the end of
the immediately preceding fiscal reporting period of the Guarantor), and the denominator of which
is the aggregate net worth of all of the Cumulative Guarantors, determined for each Cumulative
Guarantor on the respective effective date of the guaranty signed by such Cumulative Guarantor.



GUARANTY AGREEMENT




 


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8. Assignment by Lenders. Each Lender shall have the right to assign and transfer
this Guaranty to any assignee of any portion of the Liabilities. Each Lender’s successors and
assigns hereunder shall have the right to rely upon and enforce this Guaranty.



9. Joint and Several Obligations. The obligations of the Guarantors hereunder and all
other Cumulative Guarantors shall be joint and several and each Guarantor shall be liable for all
of the Liabilities to the extent provided herein regardless of any other Cumulative Guarantors, and
each Lender shall have the right, in its sole discretion to pursue its remedies against any
Guarantor without the need to pursue its remedies against any other Cumulative Guarantor, whether
now or hereafter in existence, or against anyone or more Cumulative Guarantors separately or
against any two or more jointly, or against some separately and some jointly.



10. Representations and Warranties. Each Guarantor hereby represents and warrants to
the Lenders that:



(a) the execution, delivery and performance by the Guarantor of this Guaranty are within its
corporate, company, or partnership powers, have been duly authorized by all necessary corporate,
company, or partnership action, require no action by or in respect of, or filing with, any
governmental body, agency or official, and do not contravene or constitute a default under, any
provision of applicable law or regulation or of the articles of incorporation, articles of
organization, certificate of limited partnership or other charter documents or bylaws, operating
agreement or partnership agreement of such Guarantor, or of any agreement, judgment, injunction,
order, decree or other instrument binding upon such Guarantor, or result in the creation or
imposition of any lien, security interest or other charge or encumbrance on any asset of such
Guarantor;



(b) this Guaranty constitutes a legal, valid and binding agreement of each Guarantor,
enforceable against the Guarantor in accordance with its terms;



(c) as of the date hereof, each of the following is true and correct for each Guarantor,
assuming value is given to the rights of contribution and subrogation as described in Section 7
hereof: (i) the fair saleable value and the fair valuation of such Guarantor’s property is greater
than the total amount of its liabilities (including contingent liabilities) and greater than the
amount that would be required to pay its probable aggregate liability on its existing debts as they
become absolute and matured, (ii) each Guarantor’s capital is not unreasonably small in relation to
its current and/or contemplated business or other undertaken transactions, and (iii) each Guarantor
does not intend to incur, or believe that it will incur, debt beyond its ability to pay such debts
as they become due; and



(d) the Canadian Borrower, the Company, and the other Guarantors are engaged as an integrated
group in the business of providing related services; that the integrated operation requires
financing on such a basis that credit supplied to the Borrowers can be made available from time to
time to various subsidiaries of the Borrowers, as required for the continued successful operation
of the integrated group as a whole; and that each Guarantor has requested the Lenders to continue
to lend and to make credit available to the Borrowers for the purpose of financing the integrated
operations of the Borrowers and their
subsidiaries, including each Guarantor other than the Company, with each Guarantor expecting to
derive benefit, direct or indirectly, from the loans and other credit extended by the Lenders to
the Borrowers, both in such Guarantor’s separate capacity and as a member of the integrated group,
inasmuch as the successful operation and condition of each Guarantor is dependent upon the
continued successful performance of the functions of the integrated group as a whole. Each of the
Guarantors hereby determines and agrees that the execution, delivery and performance of this
Guaranty are necessary and convenient to the conduct, promotion or attainment of the business of
such Guarantor and in · furtherance of the corporate purposes of such Guarantor.




GUARANTY AGREEMENT




 


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11. Binding on Successors and Assigns. This Guaranty shall be the valid, binding and
enforceable obligation of the Guarantors and their successors and assigns.



12. Indemnity. As a separate, additional and continuing obligation, each Guarantor
unconditionally and irrevocably undertakes and agrees with each Lender that, should the Liabilities
not be recoverable from any Guarantor as guarantor under this Guaranty for any reason whatsoever
(including, without limitation, by reason of any provision of any of the Liabilities or the
Agreements being or becoming void, unenforceable, or otherwise invalid under any applicable law)
then, notwithstanding any knowledge thereof by any Lender at any time, each Guarantor as original
and independent obligor, upon demand by the Lenders, will make payment to the Lenders of the
Liabilities by way of a full indemnity.



13. Cumulative Rights and Remedies, Etc. The obligations of each Guarantor under this
Guaranty are continuing obligations and a new cause of action shall arise in respect of each
default hereunder. No course of dealing on the part of any Lender, nor any delay or failure on the
part of any Lender in exercising any right, power or privilege hereunder, shall operate as a waiver
of such right, power, or privilege or otherwise prejudice the Lenders’ rights and remedies
hereunder; nor shall any single or partial exercise thereof preclude any further exercise thereof
or the exercise of any other right, power or privilege. No right or remedy conferred upon or
reserved to any Lender under this Guaranty is intended to be exclusive of any other right or
remedy, and every right and remedy shall be cumulative and in addition to every other right or
remedy given hereunder or now or hereafter existing under any applicable law. Every right and
remedy given by this Guaranty or by applicable law to the Lenders may be exercised from time to
time and as often as may be deemed expedient by any Lender.



14. Severability. If anyone or more provisions of this Guaranty should be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed
thereby, and any provision hereunder found partially unenforceable shall be interpreted to be
enforceable to the fullest extent possible. If at any time all or any portion of the obligation of
any Guarantor under this Guaranty would otherwise be determined by a court of competent
jurisdiction to be invalid, unenforceable or avoidable under Section 548 of the federal Bankruptcy
Code or under any fraudulent conveyance or transfer laws or similar applicable law of any
jurisdiction, then notwithstanding any other provisions of this Guaranty to the contrary such
obligation or portion thereof of such Guarantor under this Guaranty shall be limited to the
greatest of (i) the value of any quantified economic benefits accruing to such Guarantor as a
result of this Guaranty, (ii) an amount equal to 95% of the excess on the date the relevant
Liabilities were incurred of the present fair saleable value of the assets of such Guarantor over
the amount of all liabilities of such Guarantor,
contingent or otherwise, and (iii) the maximum amount of which this Guaranty IS determined to be
enforceable.



GUARANTY AGREEMENT




 


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15. Merger; Amendments. This Guaranty is intended as a final expression of the subject
matter hereof and is also intended as a complete and exclusive statement of the terms hereof. Each
Guarantor’s liability hereunder is independent of and in addition to its liability under any other
guaranty previously of subsequently executed. No course of dealing, course of performance or trade
usage, and no parole evidence of any nature, shall be used to supplement or modify any terms
hereof, nor are there any conditions to the full effectiveness of this Guaranty. None of the terms
and provisions of this Guaranty may be waived, altered, modified or amended in any way except by an
instrument in writing executed by duly authorized officers of each Lender and the Guarantors.



16. Consent to Jurisdiction. Notwithstanding the place where any Liability originates
or arises, or is to be repaid, any suit, action or proceeding arising out of or relating to this
Guaranty, any of the Agreements, or any borrowing made in connection with any of the Agreements,
may be instituted in any court of the United States of America or the State of Michigan, sitting in
the City of Detroit, State of Michigan, and each Guarantor hereby irrevocably waives any objection
which it may have or hereafter have to the laying of the venue of any such suit, action or
proceeding and any claim that any such suit, action or proceeding has been brought in an
inconvenient forum; and each Guarantor hereby irrevocably submits his person and property to the
jurisdiction of any such court in any such suit, action or proceeding. Each Guarantor hereby
consents to the service of process in any suit, action or proceeding of the nature referred to in
this Section 16 by the mailing of a copy thereof by registered or certified mail, postage prepaid,
or personally delivering a copy thereof to such Guarantor, at the address set forth under its
signature below, or at such other address as such Guarantor may hereafter specify to the Lenders in
writing. Nothing in this Section 16 shall affect the right of any Lender to serve process in any
other manner permitted by law or limit the right of the Lenders to bring proceedings against any
Guarantor or any of its property in the courts of any other jurisdiction in which it is subject to
service of process. To the extent that any Guarantor now or hereafter may be entitled, in any
jurisdiction in which proceedings may at any time be commenced with respect to this Guaranty or the
transactions contemplated hereby, to claim itself or its revenues, assets or properties any
immunity (including, without limitation, immunity from service of process, jurisdiction, suit,
judgment, counterclaim, enforcement of or execution on a judgment, attachment prior to the
judgment, attachment in aid of execution of a judgment or other legal process), and to the extent
that in any such jurisdiction there may be attributed any such immunity (whether or not claimed),
such Guarantor hereby irrevocably undertakes not to claim and hereby irrevocably waives any such
immunity to the fullest extent permitted by law. Each Guarantor irrevocably and generally consents
in respect of any proceedings to the giving of any relief or the issue of any process in connection
with those proceedings including, without limitation, the making, enforcement or execution against
any assets whatsoever of any order or judgment which may be made or given in those proceedings.



17. Governing Law; Headings. This Guaranty shall be governed by and construed in
accordance with the laws of the State of Michigan without giving effect to the choice of law
principles of such state. The headings of the various paragraphs hereof are for the convenience of
reference only and shall in no way modify any of the terms or provisions hereof.



GUARANTY AGREEMENT




 


- 8 -









 







18. Notices. Any notice, demand, consent or request given or made to each Guarantor by
any Lender shall be deemed to have been duly given or made if sent in writing (including
telecommunications) to such Guarantor to the address or telex or telecopy number set forth below
the name of such Guarantor on the signature page hereof, or at such other address or telex or
telecopy number as such Guarantor may hereafter specify to the Lenders in writing. All notices or
other communications sent by means of telecopy, telex or other wire transmission shall be made with
request for assurance of receipt in a manner typical with respect to communications of that type.
Written notices or other communications shall be deemed delivered upon receipt if delivered by hand
or by telecopy, three business days after mailing if mailed, or one business day after deposit with
an overnight courier service if delivered by overnight courier. Notices or other communications
delivered by hand shall be deemed delivered upon receipt.



19. WAIVER OF JURY TRIAL. THE LENDERS, IN ACCEPTING THIS GUARANTY, AND THE GUARANTORS,
AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON
OR ARISING OUT OF THIS GUARANTY OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS GUARANTY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF ANY OF THEM. NEITHER THE LENDERS NOR THE GUARANTORS SHALL SEEK TO
CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS
SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY ANY OF THE LENDERS OR
THE GUARANTORS EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM. THIS GUARANTY IS FREELY AND
VOLUNTARILY GIVEN TO THE LENDERS BY THE GUARANTORS WITHOUT ANY DURESS OR COERCION, AND AFTER EACH
GUARANTOR HAS EITHER CONSULTED WITH COUNSEL OR BEEN GIVEN AN OPPORTUNITY TO DO SO. EACH GUARANTOR
HAS CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF THIS GUARANTY AND OF EACH
AGREEMENT.



GUARANTY AGREEMENT




 


- 9 -









 








EXECUTED and effective as of the day and year first above written.



	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Print Name: 	 	 	 
	 

	 	 	 	 	 

	 	 
	 

	 	 	Its: 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	UNIVERSAL FOREST PRODUCTS TEXAS LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Print Name: 	 	 	 
	 

	 	 	 	 	 

	 	 
	 

	 	 	Its: 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	UNIVERSAL FOREST
PRODUCTS HOLDING COMPANY, INC.	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Print Name: 	 	 	 
	 

	 	 	 	 	 

	 	 
	 

	 	 	Its: 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 		 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS WESTERN DIVISION, INC.	 	 
	 
	 	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Print Name: 	 	 	 
	 

	 	 	 	 	 

	 	 
	 

	 	 	Its: 	 	 	 	 
	 

	 	 	 	 

	 	 






GUARANTY AGREEMENT




 


- 10 -









 







	 	 	 	 	 	 	 
	 	UNIVERSAL FOREST
PRODUCTS EASTERN DIVISION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UNIVERSAL TRUSS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UNIVERSAL FOREST
PRODUCTS RECLAMATION CENTER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UNIVERSAL FOREST PRODUCTS OF MODESTO L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 






GUARANTY AGREEMENT




 


- 11 -









 








	 	 	 	 	 	 	 
	 	TRESSTAR, LLC	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UFP VENTURES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UFP REAL ESTATE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UFP VENTURES II, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 






GUARANTY AGREEMENT




 


- 12 -









 







	 	 	 	 	 	 	 
	 	UNIVERSAL FOREST PRODUCTS RMS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	UFP TRANSPORTATION, INC.	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	INDIANAPOLIS REAL ESTATE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	Address for each Guarantor:	 	 
	 	2801 Beltline NE	 	 
	 	Grand Rapids, MI 49505	 	 
	 	Telecopy No.: 616-361-7534	 	 






GUARANTY AGREEMENT





 


- 13 -









 







EXHIBIT C




REVOLVING CREDIT NOTE




	 	 	 
	$                    

	 	December      , 2004
	 

	 	Detroit, Michigan






FOR
VALUE RECEIVED,                                         , a
                                        
(the “Company”), hereby unconditionally promises to pay to
the order of                                          (the
“Lender”), at the principal banking office of the Agent in Detroit, Michigan in [U.S.] [Canadian]
Dollars and in Same Day Funds, the principal sum of
                                         [U.S.] [Canadian] Dollars
([C]$                                        ) or such lesser amount as is recorded on the schedule attached hereto, or
in the books and records of the Lender, on the Termination Date; and to pay interest on the unpaid
principal balance hereof from time to time outstanding, in like money and funds, for the period
from the date hereof until the Syndicated Loans evidenced hereby shall be paid in full, at the
rates per annum and on the dates provided in the Credit Agreement referred to below.



The Lender is hereby authorized by the Company to record on the schedule attached to this
Revolving Credit Note, or on its books and records, the date, amount and type of each Syndicated
Loan, the duration of the related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon and the other information provided for on such schedule, which
schedule or such books and records, as the case may be, shall constitute prima facie evidence of
the information so recorded, provided, however, that any failure by the Lender to
record any such information shall not relieve the Company of its obligation to repay the
outstanding principal amount of such Syndicated Loans, all accrued interest thereon and any amount
payable with respect thereto in accordance with the terms of this Revolving Credit Note and the
Credit Agreement.



The Company and each endorser or guarantor hereof waives demand, presentment, protest,
diligence, notice of dishonor and any other formality in connection with this Revolving Credit
Note. Should the indebtedness evidenced by this Revolving Credit Note or any part thereof be
collected in any proceeding or be placed in the hands of attorneys for collection, the Company
agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all
costs of collecting this Revolving Credit Note, including attorneys’ fees and expenses (including
without limitation allocated costs and expenses of attorneys who are employees of the Lender).



This Revolving Credit Note evidences one or more Syndicated Loans made under a Credit
Agreement, dated as of December
 _____, 2004 (as amended or modified from time to time, the “Credit
Agreement”), by and among the Company, the other Borrower, the lenders party thereto from time to
time (including the Lender), JPMorgan Chase Bank, N.A., as Agent, Wachovia Bank, N.A., as
Syndication Agent, and Standard Federal Bank, N.A., as Documentation Agent, to which reference is
hereby made for a statement of the circumstances under which this Revolving Credit Note is subject
to prepayment and under which its due date may be accelerated. Capitalized terms used but not
defined in this Revolving Credit Note shall have the respective meanings assigned to them in the
Credit Agreement.



REVOLVING CREDIT NOTE




 












 







This Revolving Credit Note is made under, and shall be governed by and construed in accordance
with, the laws of the State of Michigan in the same manner applicable to contracts made and to be
performed entirely within such State and without giving effect to choice of law principles of such
State.



	 	 	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	By: 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	Print Name: 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 

	 	 






REVOLVING CREDIT NOTE




 


- 2 -









 







Schedule to Revolving Credit Note, dated

December
          , 2004, made by                                         

in favor of                     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	 
	 	 	Principal	 	Type	 	 	 	Interest	 	Paid, Pre-	 	Principal	 	 
	Transaction	 	Amount of	 	of	 	Interest	 	Period (if	 	paid or	 	Balance	 	Notation
	Date	 	Loan	 	Loan*	 	Rate	 	applicable	 	Converted	 	Outstanding	 	Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 






	 	 	 
	*	 	E — Syndicated Eurodollar Rate

	 
	 	 	F — Floating Rate

	 
	 	 	B — BA Rate





REVOLVING CREDIT NOTE





 


- 3 -












 




EXHIBIT D




SWINGLINE NOTE




			
	$                    
	 	December         , 2004
	 
	 	Detroit, Michigan






FOR VALUE RECEIVED, Universal Forest Products, Inc., a Michigan corporation (the “Company”),
hereby promises to pay to the order of JPMorgan Chase Bank, N.A. (the “Agent”), at the principal
banking office of the Agent in Detroit, Michigan in U.S. Dollars and in Same Day Funds, the
principal sum of                      U.S. Dollars ($                    ), or such lesser amount as is
recorded on the schedule attached hereto or in the books and records of the Agent, on the
Termination Date or such earlier date as the Agent may require in its sole discretion; and to pay
interest on the unpaid principal balance hereof from time to time outstanding, in like money and
funds, for the period from the date hereof until the Swingline Loans evidenced hereby shall be paid
in full, at the rates per annum and on the dates provided in the Credit Agreement referred to
below.



The Agent is hereby authorized by the Company to record on the schedule attached to this
Swingline Note, or on its books and records, the date and the amount of each Swingline Loan, the
applicable interest rate and type and the duration of the related Interest Period (if applicable),
the amount of each payment or prepayment of principal thereon, and the other information provided
for on such schedule, which schedule or such books and records, as the case may be, shall
constitute prime facie evidence of the information so recorded, provided, however,
that any failure by the Agent to record any such notation shall not relieve the Company of its
obligation to repay the outstanding principal amount of this Swingline Note, all accrued interest
hereon and any amount payable with respect hereto in accordance with the terms of this Swingline
Note and the Credit Agreement.



The Company and each endorser or guarantor hereof waives presentment, protest, notice of
dishonor and any other formality in connection with this Swingline Note. Should the indebtedness
evidenced by this Swingline Note or any part thereof be collected in any proceeding or be placed in
the hands of attorneys for collection, the Company agrees to pay, in addition to the principal,
interest and other sums due and payable hereon, all costs of collection of this Swingline Note,
including attorneys’ fees and expenses.



This Swingline Note evidences Swingline Loans made under a Credit Agreement, dated as of
December  , 2004 (as amended or modified from time to time, the “Credit Agreement”), by and among
the Company, the Canadian Borrower, the lenders party thereto from time to time (including the
Lender), the Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A., as
Documentation Agent, to which reference is hereby made for a statement of the circumstances under
which this Swingline Note is subject to prepayment and under which its due date may be accelerated.
Capitalized terms used but not defined in this Swingline Note shall have the respective meanings
assigned to them in the Credit Agreement.



SWINGLINE NOTE




 












 







This Swingline Note is made under, and shall be governed by and construed in accordance with,
the laws of the State of Michigan in the same manner applicable to contracts made and to be
performed entirely within such State and without giving effect to choice of law principles of such
State.



	 	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






SWINGLINE NOTE




 


- 2 -









 







Schedule to Swingline Note dated December                    , 2004,

made by Universal Forest Products, Inc.

in favor of JPMorgan Chase Bank, N.A.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 
	Transaction	 	Amount of	 	 	Applicable	 	 	Interest	 	 	Amount Paid or	 	 	Balance	 	 	Notation	 
	Date	 	Loan	 	 	Interest Rate	 	 	Period	 	 	Prepaid	 	 	Outstanding	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






SWINGLINE NOTE




 


- 3 -









 







EXHIBIT E




BID-OPTION QUOTE REQUEST




[Date]




JPMorgan Chase Bank, N.A.,

as Agent for the Lenders

6511 Woodward Avenue

Detroit, Michigan 48226




Attention:                     




Universal Forest Products, Inc., a Michigan corporation (the “Company”), hereby requests
offers to make Bid-Option Loans comprising the Bid-Option Borrowing(s) described below pursuant to
Section 2.2(b) of the Credit Agreement, dated as of December_, 2004, as amended, supplemented or
otherwise modified (the “Credit Agreement”), by and among the Company, the Canadian Borrower,
JPMorgan Chase Bank, N.A., as Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard
Federal Bank, N.A., as Documentation Agent. Capitalized terms used but not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.




Date of Bid-Option Borrowing(s):                     ,                     




Type of Bid-Option Borrowing(s):                     [Absolute Rate] [Eurodollar Rate]



	 	 	 	 	 
	 

	 	Aggregate Amount of each Bid-Option Borrowing:
	 	(a)                    *
	 

	 	 	 	(b)                    
	 

	 	 	 	(c)                     






	 	 	 
	Interest Period:

	 	(a)                     **
	 

	 	(b)                     
	 

	 	(c)                     






	 	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	Its:	 	  
	 	 
	 

	 	 	 	 	 	 

	 	 








	 	 	 
	*	 	Must be (a) $3,000,000 or a larger multiple of $1,000,000.

	 
	**	 	Must comply with the definition of the “Bid-Option Interest Period.”




 


 









 





EXHIBIT F




INVITATION FOR BID-OPTION QUOTES




[Date]




	 	 	 
	To:

	 	[Name of Lender]
	 

	 	Attention:                    






Reference is made to the Credit Agreement, dated as of December  , 2004, as amended,
supplemented or otherwise modified (the “Credit Agreement”), by and among Universal Forest
Products, Inc. (the “Company”), the Canadian Borrower, the lenders party thereto from time to time,
JPMorgan Chase Bank, N.A., as Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard
Federal Bank, N.A., as Documentation Agent. Capitalized terms used but not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.



Pursuant to Section 2.2(c) of the Credit Agreement, JPMorgan Chase Bank, N.A., as Agent, is
pleased on behalf of the Company to invite you to submit Bid-Option Quotes to the Company for the
BidOption Borrowing(s) described below.




Date of Bid-Option Borrowing(s):                     ,
                    




Type of Bid-Option Borrowing(s): [Absolute Rate] [Eurodollar Rate]



	 	 	 	 	 	 	 	 	 
	Aggregate Amount of Each	 	 	 	 	 	 
	Bid-Option Borrowing:	 	Interest Period:	 	 
	(a)

	                                                             
	 	(a)
	                                                             
	 	 
	(b)

	                                                             
	 	(b)
	                                                             
	 	 
	(c)

	                                                             
	 	(c)
	                                                             
	 	 






Please respond to this invitation by no later that 9:00 a.m. (Detroit time) on
                    ,                     . *



	 	 	 	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 








	 	 	 
	*	 	The proposed date of the Borrowing in the case of Absolute Rate Bid-Option Borrowing. The
third Business Day prior to the proposed date of Borrowing in the case of Eurodollar Rate
Bid-Option Borrowing.




 


 









 









EXHIBIT G




BID-OPTION QUOTE




[Date]




JPMorgan Chase Bank, N.A.,

6511 Woodward Avenue

Detroit, Michigan 48226




Attention:                     




Reference is made to the Credit Agreement, dated as of December _, 2004, as amended,
supplemented or otherwise modified (the “Credit Agreement”), by and among Universal Forest
Products, Inc. (the “Company”), the Canadian Borrower, the lenders party thereto from time to time
(including the Lender), JPMorgan Chase Bank, N.A., as Agent, Wachovia Bank, N.A., as Syndication
Agent, and Standard Federal Bank, N.A., as Documentation Agent. Capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.



In response to your Invitation for Bid-Option Quotes dated
                     
                   ,
                     ,
                                         (the “Lender”), hereby makes the following
offer[s] to make [a] Bid-Option Loan[s]:



	 	 	 
	1.

	 	Quoting Lender:                                         
	 
	 	 
	 

	 	Contact Person:                                         
	 
	 	 
	2.

	 	Date of proposed Borrowing:                    ,                     *
	 
	 	 
	3.

	 	Quotes:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bid-Option Absolute	 	 	 	 
	Type of Bid-Option	 	 	 	 	 	Rate or Bid-Option	 	 	 	 
	Loans: Absolute Rate	 	Principal	 	 	Eurodollar Rate	 	 	Interest	 
	or Eurodollar Rate**	 	Amount***	 	 	Margin****	 	 	Period****	 
	(a)                     
	 	 	                    	 	 	 	                    	 	 	 	                    	 
	(b)                     
	 	 	                    	 	 	 	                    	 	 	 	                    	 
	(c)                     
	 	 	                    	 	 	 	                    	 	 	 	                    	 






	 	 	 
	4.

	 	The aggregate amount of Bid-Option Loans which may be accepted by the Company pursuant to
this Bid-Option Quote shall not exceed $                    .





 


 









 





The Lender acknowledges and agrees that this Bid-Option Quote (a) is irrevocable and (b),
subject to the terms and conditions of the Credit Agreement, obligates it to make a Bid-Option Loan
for which any quote is accepted, in whole or in part.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Name of Lender]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 








	 	 	 
	*	 	As specified in the related Invitation for Bid-Option Quotes.

	 
	**	 	As specified in the related Invitation for Bid-Option Quotes.

	 
	***	 	The principal amount (a) must be $3,000,000 or a larger multiple of $1,000,000 and (b) may
not exceed the aggregate amount of the related Bid-Option Borrowing specified in the related
Invitation for Bid-Option Quotes.

	 
	****	 	Specify rate of interest per annum (rounded up to the nearest 1/1000th of 1%) or
applicable margin, which may be positive or negative, expressed as a percentage (rounded up to
the nearest 1/1000th of 1%), as the case may be.

	 
	*****	 	As specified in the related Invitation for Bid-Option Quotes.




BID-OPTION QUOTE




 


- 2 -









 











EXHIBIT H




REQUEST FOR SYNDICATED ADVANCE




[Date]




To each Lender party to

the referenced Credit Agreement

c/o JPMorgan Chase Bank, N.A., as Agent for the Lenders

611 Woodward Avenue

Detroit, Michigan 48226




Attention:                     




                    , a                     (the “Borrower”) hereby requests a
[insert Syndicated Loan, or Letter of Credit Advance] pursuant to Section 2.6 of the Credit
Agreement, dated as of December _, 2004 (as amended or modified from time to time, the “Credit
Agreement”), among the Borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank,
N.A., as Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A., as
Documentation Agent.



[A Syndicated Loan is requested to be made in the amount of [C]$                    , to be made
on                     ,                     and evidenced by the Borrower’s Revolving Credit Notes. Such Loan shall be
a [insert Eurodollar Rate Syndicated Loan, BA Rate Syndicated Loan, or Floating Rate Loan] and the
initial Interest Period, if such requested Loan is a Eurodollar Rate Syndicated Loan or a BA Rate
Syndicated Loan, shall be [insert permitted Interest Period].]



[Such Letter of Credit Advance shall be made by the issuance by the Agent of its Letter of
Credit for the account of the Borrower in the maximum stated amount of $                      to and for
the benefit of                      with a stated expiry date of ,                     , and containing the
further terms and conditions set forth in the attached letter of credit application to the Agent.]



In support of this request, the Borrower hereby represents and warrants to the Agent and the
Lenders that:



1. The representations and warranties contained in the Credit Agreement are true and correct
in all material respects on and as of the date hereof, and will be true and correct in all material
respects on the date such Advance is made (both before and after such Advance is made), as if such
representations and warranties were made on and as of such dates.



2. No Event of Default or Default has occurred and is continuing or will exist on the date
such Advance is made and such Advance shall not cause an Event of Default or Default.


 


 









 





Acceptance of the proceeds of such Advance by the Borrower shall be deemed to be a further
representation and warranty that the representations and warranties made herein are true and
correct in all material respects at the time such proceeds are disbursed.



Capitalized terms used but not defined herein shall have the respective meanings assigned to them
in the Credit Agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Print Name:	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 






Date :                              ,                    



 REQUEST FOR SYNDICATED ADVANCE



 


- 2 -









 







EXHIBIT I









December 20, 2004




JPMorgan Chase Bank, N.A., as Agent, and each Lender

which is a party to the Credit Agreement

(as defined below)

611 Woodward Avenue

Detroit, Michigan 48226




	 	 	 
	Re:

	 	Credit Agreement dated as of December 20, 2004, by and
	 

	 	among Universal Forest Products, Inc., the signatory lenders
	 

	 	thereto, and JPMorgan Chase Bank, N.A., as Agent (the
	 

	 	“Agreement”)






Ladies and Gentlemen:



We have acted as counsel to Universal Forest Products, Inc., a Michigan corporation (the
“Company”), and the entities identified in Schedule A attached hereto (collectively, the
“Guarantors”) in connection with the Agreement, the Notes and the Guaranties (collectively referred
to as the “Loan Documents”) and the transactions completed thereby. This opinion is being delivered
to you pursuant to paragraph 2.7(d) of the Agreement. Except as otherwise defined in this opinion,
capitalized terms used herein shall have the meanings given to them in the Agreement.



We have examined such records, documents, certificates and other instruments and have made
such investigation of fact and law as we deem necessary to render this opinion. As to various
questions of tact relevant to this opinion, we have relied upon statements and certificates of
officers and employees of the Company and its Subsidiaries and of public officials.



In our examination, we have assumed the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies, and the authenticity of the originals of such copies. For
purposes of the opinion expressed in paragraph 3 below, we have further assumed that the Loan
Documents constitute the valid and binding obligations of the parties thereto other than the
Company and the Guarantors.




Based on and subject to the foregoing, it is our opinion that:



1. Each of the Company and the Guarantors is duly organized, validly existing and in good
standing under the laws of the state of Michigan, and has all requisite corporate, limited
liability company or limited partnership (as applicable, “Entity”) power and authority to own or
lease its property and to carry on its business as now conducted and to engage in the transactions
contemplated by the Loan Documents.


 


 









 










JPMorgan Chase Bank, N.A., et al.

December 20, 2004

Page 2




2. Each of the Company and the Guarantors has full Entity power and authority to execute and
deliver the Loan Documents to which it is a party and to engage in the transactions contemplated
thereby. The execution, delivery and performance by each of the Company and the Guarantors of the
Loan Documents to which it is a party have been duly authorized by all necessary Entity action and
are not in contravention of (i) the Company’s or such Guarantor’s organizational or charter
documents or any law or regulation applicable to the Company or such Guarantor or (ii) to our
knowledge, any judgment, decree, writ, injunction, order or award of any arbitrator, court or
governmental authority or any contract or undertaking to which the Company or any Guarantor is a
party or by which the Company or any Guarantor or its respective property is bound.



3. No authorization or approval of, filing with, or notice to any governmental authority or
regulatory body is required on behalf of the Company or any Guarantor to authorize, or is required
in connection with the execution, delivery and performance by the Company or any Guarantor of the
Loan Documents.



4. Each Loan Document to which the Company or any Guarantor is a party has been duly executed
and delivered and constitutes the valid and legally binding obligation of the Company or such
Guarantor, as applicable, and is enforceable against the Company or such Guarantor, as applicable,
in accordance with its terms.



5. To our knowledge there is no pending or threatened action or proceeding against the Company
or any Guarantor before any court, governmental agency or arbitrator which is required to be
described pursuant to Item 103 of Regulation S-K under the Securities Exchange Act of 1934, as
amended (the “Act”) in the Company’s reports filed with the Securities and Exchange Commission
(“SEC”) pursuant to the Act, other than matters described in the Company’s 10-K (Annual Report for
Fiscal Year Ended December 27,2003), filed with the SEC on March 11, 2004, and the Company’s 10-Q
(Quarterly Report for Quarterly Period Ended September 25,2004), filed with the SEC on October
25,2004.



The foregoing opinion is subject to and qualified by the following qualifications:



A. The law covered by the opinions expressed herein is limited to the federal law of the
United States and the law of the State of Michigan.



B. The term “knowledge” as used herein is limited to the actual knowledge of those attorneys
in our firm who have directly participated in this engagement or who are primarily responsible for
the Company and the Guarantors concerning any issue or factual information addressed herein,
Additionally, with respect to factual matters not independently established by us we have relied upon certificates of officers of the Company and the Guarantors, which reliance
we deem appropriate.


 


 









 










JPMorgan Chase Bank, N.A., et al.

December 20, 2004

Page 3




C. To the extent our opinion relates to the enforceability of any agreement or obligation, it
is subject to and qualified by the following:




(1) the effect and application of bankruptcy, insolvency, reorganization, moratorium
and other laws now or hereafter in effect which relate to or limit creditors’ and secured
parties’ rights or remedies generally;




(2) the effect and application of general principles of equity, whether considered in a
proceeding in equity or at law; and




(3) limitations imposed by applicable law on the enforceability of purported waivers of
rights and defenses.



D. With respect to the validity and legality of the interest provisions of the Agreement and
the Notes, no opinion is expressed as to the effect of the Michigan criminal usury statute (MCLA
Sec. 438.41) if the applicable rate of interest on any of the Notes at any time exceeds the
applicable rate specified in such statute (25% per annum simple interest).



E. We have made no independent investigation as to the accuracy or completeness of any of the
statements set forth in the certificates of representatives of the Company or the Guarantors or
other documents presented to us for our review, but we have no knowledge of any incorrect or
misleading statement therein.



F. This opinion is given as of the date hereof, and we undertake no obligation to advise you
of any changes in the matters set forth herein.



This opinion is addressed to and is for the benefit solely of the Agent and the Lenders and
their permissible successors, assigns and participants, and the Agent’s and Lenders’ respective
legal counsel in connection with the Agreement, and may not be relied upon by any other person,
firm or corporation for any purpose whatsoever and, except as required by law, may not be published
or disseminated, nor referenced, in any other document or writing without our express written
consent.



Very truly yours,




Varnum, Riddering, Schmidt & Howlett llp




Joan Schleef



 


 









 










EXHIBIT A

Guarantors




Universal Forest Products of Modesto, LLC

Tresstar, LLC

UFP Ventures, Inc.

Universal Forest Products Western Division, Inc.

Universal Forest Products Texas Limited Partnership

Universal Forest Products Holding Company, Inc.

Universal Forest Products Reclamation Center, Inc.

Universal Forest Products Eastern Division, Inc.

UFP Real Estate, Inc.

Universal Truss, Inc.

Indianapolis Real Estate, LLC

UFP Ventures II, Inc.

UFP Transportation, Inc.

Universal Forest Products RMS, LLC



 


 









 





Stewart McKelvey Stirling Scales




File Reference: NS28679-1




December 20, 2004




JPMORGAN CHASE BANK, N.A., AS AGENT, AND THE LENDERS REFERRED TO BELOW




Gentlemen/Ladies:



We are local Nova Scotia counsel for Universal Forest Products Nova Scotia ULC, an unlimited
company (sometimes referred to as an “unlimited liability company”) (the “Canadian Borrower”), and
have represented the Canadian Borrower in connection with its execution and delivery of an Amended
and Restated Credit Agreement (the “Credit
Agreement”) dated as of December 20, 2004 by and among
Universal Forest Products, Inc., a Michigan corporation, the Canadian Borrower, the lenders party
thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A., a national banking
association, as Agent (in such capacity, together with its successors and assigns, the “Agent”),
Wachovia Bank, N.A., as syndication Agent and Standard Federal Bank, N.A., National City Bank of
the Midwest and Comerica Bank as documentation agents (the Credit Agreement and the various
Revolving Credit Notes, each dated as of December 20, 2004 made by the Canadian Borrower, being
collectively referred to as the “Canadian Borrower Loan Documents”).



In connection with the opinions set out below, we have examined executed copies of each of the
following documents:



1. the Canadian Borrower Loan Documents;




2. a certificate of status (the “Certificate of Status”) pertaining to the Canadian Borrower issued
on behalf of the Registrar of Joint Stock Companies for the Province
of Nova Scotia, dated December
20, 2004;



3. the memorandum of association, articles of association, other constating documents and
organizational minutes of the Canadian Borrower contained in the minute book of the Canadian
Borrower; and



4. a
resolution of the directors of the Canadian Borrower dated December 20, 2004 authorizing the
execution and delivery of the Canadian Borrower Loan Documents by the Canadian Borrower.


 


 









 





JPMorgan Chase Bank, N.A., as Agent, and the Lenders

December 20, 2004

Page 2




We have also examined the originals or copies, certified or otherwise identified to our
satisfaction, of such public and corporate records, certificates, instruments and other documents
and have considered such questions of law as we have deemed necessary as a basis for the opinions
hereinafter expressed.



In stating our opinions, we have assumed:



a. the genuineness of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to us as notarial,
certified, telecopies, conformed or reproduction copies thereof and the authenticity of the
originals of such documents;



b. the completeness, truth and accuracy of all facts set forth in official public records and
certificates and other documents supplied by public officials;



c. that the constating documents and corporate resolutions in the minute book of the Canadian
Borrower reviewed by us above remain unamended and complete;



d. that all facts set out in a certificate of an officer of the Canadian Borrower attached hereto,
upon which we have relied in connection with this opinion, are true and correct; and



e. that the Canadian Borrower Loan Documents have each been physically delivered by the Canadian
Borrower to the Agent or its lawful representatives and that such delivery was not subject to any
condition or escrow.



The opinions hereinafter expressed are limited to the laws of the Province of Nova Scotia including
the federal laws of Canada applicable therein as of the date of this opinion letter and we express
no opinion as to the laws of any other jurisdiction.



Based upon the foregoing, it is our opinion that:




	1.	 	The Canadian Borrower is an unlimited company duly incorporated, validly existing and in good
standing as to the filing of annual returns and payment of annual fees under the Companies Act
(Nova Scotia) and Corporations Registration Act (Nova Scotia).







	2.	 	The Canadian Borrower has the power and authority, and the legal right, to make, deliver and
perform its obligations under the Canadian Borrower Loan Documents and to borrow under the
Credit Agreement. The Canadian Borrower has taken all necessary corporate and other action to
authorize the performance of its obligations under the Canadian Borrower Loan Documents and to
authorize the execution, delivery and performance of the Canadian Borrower Loan Documents.







	3.	 	No consent or authorization of, approval by, notice to, filing with or other act by or in
respect of, any governmental authority in the Province of Nova Scotia or under the federal
laws of Canada applicable therein is required in connection with the borrowings by the
Canadian Borrower under the Canadian Borrower Loan Documents or with the execution, delivery, performance, validity
or enforceability of any of the Canadian Borrower Loan Documents.





 


 









 










JPMorgan Chase Bank, N.A., as Agent, and the Lenders

December 20, 2004

Page 3





	4.	 	The Canadian Borrower Loan Documents have been duly executed and delivered on behalf of the
Canadian Borrower.







	5.	 	The execution and delivery of the Canadian Borrower Loan Documents by the Canadian Borrower,
the performance of its obligations there under, the consummation of the transactions
contemplated thereby, the compliance by the Canadian Borrower with any of the provisions
thereof, the borrowings under the Credit Agreement and the use of proceeds thereof, all as
provided therein, a) will not violate, or constitute a default under, any requirement of any
law, order or regulation of the Province of Nova Scotia or federal law of Canada applicable
therein applicable to the Canadian Borrower and (b) will not result in, or require, the
creation or imposition of any Lien (as such term is defined in the Credit Agreement) on any
of the properties or revenues of the Canadian Borrower pursuant to any such law, order or
regulation.







	6.	 	To ensure the legality, validity, enforceability or admissibility in evidence of he Canadian
Borrower Loan Documents it is not necessary that any Canadian Borrower Loan Documents or any
other document be filed, registered or recorded with, or executed or notarized before, any
court of other authority of the Province of Nova Scotia or that any registration charge or
stamp or similar tax be paid on or in respect of the Canadian Borrower Loan Documents in the
Province of Nova Scotia other than court filing fees.







	7.	 	A court in the Province of Nova Scotia (a “Nova Scotia Court”) would not refuse to enforce
any of the Canadian Borrower Loan Documents by reason of their failure to comply with any
special formal requirements of the Province of Nova Scotia.







	8.	 	It is not necessary under the laws of the Province of Nova Scotia or the federal laws of
Canada applicable therein (a) in order to enable the Agent and the Lenders or any of them to
enforce their respective rights of the Canadian Borrower Loan Documents or (b) by reason of
the execution of the Canadian Borrower Loan Documents or the performance of the Canadian
Borrower Loan Documents that any of them should be licensed, qualified or entitled to carry on
business in the Province of Nova Scotia except that in order to enforce their rights in the
Canadian Borrower Loan Documents the Agent and the Lenders may be required to become licensed
at the time of enforcement under the Corporations Registration Act (Nova Scotia)







	9.	 	In any action or proceeding arising out of or relating to the Canadian Borrower Loan
Documents in any Nova Scotia Court, such court would recognize and give effect to the choice
of law provisions in the Canadian Borrower Loan Documents wherein the parties thereto agree
that the Canadian Borrower Loan Documents shall be governed by, and construed and interpreted
in accordance with, the laws of the State of Michigan if it was not made with a view to
avoiding the consequences of the laws of any other jurisdiction and that choice is not otherwise contrary to public
policy, as such term is understood under the laws of the Province of Nova Scotia.





 


 









 










JPMorgan Chase Bank, N.A., as Agent, and the Lenders

December 20, 2004

Page 4





	10.	 	The laws of the Province of Nova Scotia permit an action to be brought in a Nova Scotia court
on any final and conclusive judgment in personam under the internal laws of the State of
Michigan which is not impeachable as void or voidable under the internal laws of the State of
Michigan, for a sum certain if:







	 	a.	 	that judgment was not obtained by fraud or in a manner contrary to “natural
justice” and the enforcement of that judgment would not be contrary to “public policy”
as such terms are applied by the courts of the Province of Nova Scotia;

	 
	 	b.	 	the Michigan Court did not act either:







	 	i.	 	without jurisdiction under the conflict of laws rules of the
laws of the Province of Nova Scotia; or







	 	ii.	 	without authority, under the laws in force in Michigan, to
adjudicate concerning the cause of action or subject matter that resulted in
the judgment or concerning the person of that judgment debtor;







	 	c.	 	the Canadian Borrower, was duly served with the process of the Michigan Court
or appeared to defend such process, and, for the purposes of service of process, it is
not sufficient that the Canadian Borrower had agreed to submit to the jurisdiction of
Michigan;







	 	d.	 	the judgment is not contrary to the final and conclusive judgment of another jurisdiction;







	 	e.	 	the enforcement of that judgment does not constitute, directly or indirectly,
the enforcement of foreign revenue or penal laws;







	 	f.	 	the enforcement of the judgment would not be contrary to any order made by the
Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or
the Competition Tribunal under the Competition Act (Canada) in respect of certain
judgments, laws, and directives having effects on competition in Canada; and







	 	g.	 	the action to enforce that judgment is taken within six years of the date of
that foreign judgment as stipulated in the Limitations of Actions Act (Nova Scotia)







	11.	 	The submission by the Canadian Borrower to the non-exclusive jurisdiction of any court of the
State of Michigan or the United States of America federal court sitting in Detroit, Michigan
would be recognized by a Nova Scotia Court provided that such submission was enforceable under
the laws by which the documents are governed.





 


 









 










JPMorgan Chase Bank, N.A., as Agent, and the Lenders

December 20, 2004

Page 5




This opinion letter is being delivered to you solely for your benefit and only in connection with
the transactions contemplated by the Canadian Borrower Loan Documents. Without our prior written
consent, this letter and the opinions expressed herein may not be:



a. relied upon you for any other purpose or in connection with any other transaction, except in
connection with or during the course of judicial or administrative proceedings in which the opinion
may be relevant;



b. relied upon by any other party;


c. quoted in whole or in part; or




d. furnished (either in its original form or by copy) to any other party except in connection with
or during the course of judicial or administrative proceedings in which the opinions may be
relevant.



We hereby consent to this opinion may be relied upon by the Agent’s and the Lenders’ participants,
assignees and other transferees contemplated by the Canadian Borrower Loan Documents.



Yours very truly,




STEWART MCKELVEY STIRLING SCALES


 


 









 





BENNETT JONES LLP




December 20, 2004




JPMorgan Chase Bank, N.A.,

as Agent and the Lenders referred to below




Universal Forest Products Nova Scotia ULC

c/o Universal Forest Products, Inc.

2801 East Beltline NE

Grand Rapids, MI USA

49505




Dear Sirs:




		
	Re:	 	Universal Forest Products Nova Scotia ULC — Credit Agreement






We have acted as Canadian tax counsel to Universal Forest Products Nova Scotia ULC (the “Canadian
Borrower”), an unlimited liability company organized under the laws of Nova Scotia, Canada, in
connection with its execution and delivery of a credit agreement (the “Credit Agreement”) dated as
of December 20, 2004 by and among Universal Forest Products, Inc., a Michigan corporation, the
Canadian Borrower, the lenders party thereto from time to time (the “Lenders”), JPMorgan Chase
Bank, N.A., as Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A.,
National City Bank of the Midwest and Comerica Bank, as Documentation Agents. At your request, we
are rendering our opinion concerning certain Canadian tax consequences applicable to Canadian
Lenders who make Canadian Syndicated Loans to the Canadian Borrower under the Credit Agreement. In
connection therewith, we have reviewed the final execution copy of the Credit Agreement. All
capitalized terms used herein but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Credit Agreement.



Our opinion is based on the current provisions of the Income Tax Act (Canada) (the “ITA”) and the
regulations thereunder, our understanding of the current assessing and administrative practices of
the Canada Revenue Agency (the “CRA”) and all specific proposals to amend the ITA and the
regulations thereunder which have been publicly announced by the Minister of Finance (Canada)
before the date hereof. Our opinion does not otherwise take into account or anticipate changes in
the law or in the assessment and administrative practices of the CRA, whether by judicial,
governmental or legislative decision or action, nor does it take into account tax legislation or
considerations of any province or territory of Canada or any jurisdiction other than Canada. We
assume that the obligations contained in the Credit Agreement to which our opinion relates will be
performed in accordance with the terms described therein.


 


 









 





December 20, 2004

Page Two




Based on the foregoing, we hereby confirm our opinion that:



1. Other than as set forth in paragraph 2 below and other than customary security registration and
enforcement charges and expenses, there are no taxes imposed under the ITA (or under any other
federal laws applied in Canada) on or by virtue of the execution, delivery, enforcement or
performance of the Canadian Syndicated Loans under the Credit Agreement and the other Loan
Documents to which the Canadian Borrower is a party.



2. There will be withholding tax imposed under the ITA on every amount paid or credited, or deemed
to be paid or credited, to persons who are not residents of Canada for the purposes of the ITA as,
on account or in lieu of payment of, or in satisfaction of, interest on the Canadian Syndicated
Loans under the Credit Agreement. There will, however, be no such Canadian withholding tax on
amounts which are paid or credited as interest on the Canadian Syndicated Loans under the Credit
Agreement to persons who are residents of Canada in respect of the receipt of such interest,
including persons who are deemed to be residents of Canada under section 212(13.3) of the ITA
because such persons are authorized foreign banks and such interest is in respect of any amount
paid or credited to such bank in respect of its Canadian banking business.



We have not considered and render no opinion on any aspect of law other than as expressly set forth
above.



Yours truly,




BENNETT JONES LLP




Darcy D. Moch



 


 









 





EXHIBIT J




COMPLIANCE CERTIFICATE





			
	To:	 	The Lenders party to the

Credit Agreement described below






This Compliance Certificate is furnished pursuant to that certain Credit Agreement dated as of
December 20, 2004 (as amended, modified, renewed or extended from time to time, the “Credit
Agreement”) among Universal Forest Products, Inc., a Michigan corporation (the “Company”), the
Canadian Borrower, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as
Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A., as Documentation
Agent. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have
the meanings ascribed thereto in the Credit Agreement.



THE UNDERSIGNED CERTIFIES THAT:




1. I am the duly elected [Chief Financial Officer or Treasurer] of the Company.



2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions of the Company and
its Subsidiaries during the accounting period covered by the attached financial statements.



3. The representations and warranties made by the Company contained in each Loan Document are
true and correct as though made on and as of the date hereof.



4. The examinations described in paragraph 2 did not disclose, and I have no knowledge of,
the existence of any condition or event which constitutes an Event of Default or Default during or
at the end of the accounting period covered by the attached financial statements or as of the date
of this Compliance Certificate, except as set forth below.



5. Schedule I attached hereto sets forth financial data and computations evidencing the
Company’s compliance with certain covenants of the Credit Agreement, all of which data and
computations are true, complete and correct.



6. Schedule II attached hereto sets forth the various reports and deliveries which are
required at this time under the Credit Agreement and the other Loan Documents and the status of
compliance.


 


 









 





Described below are the exceptions, if any, to paragraph 4 by listing, in detail, the nature
of the condition or event, the period during which it has existed and the action which the Company
has taken, is taking, or proposes to take with respect to each such condition or event:



 





 





 





 





The foregoing certifications, together with the computations set forth in Schedule I and the
various reports and deliveries set forth in Schedule II hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered on
                                                            , 200_.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Printed Name:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 


 









 





SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance as of                     ,                      with

provisions of Section 5.2 of

the Credit Agreement



 


 









 





SCHEDULE II TO COMPLIANCE CERTIFICATE




Reports and Deliveries Currently Due



 


 









 





EXHIBIT K




SOLVENCY CERTIFICATE




This Certificate is made and delivered to JPMorgan Chase Bank, N.A., as Agent, in connection
with the Credit Agreement dated as of December
 _____, 2004 (the “Credit Agreement”) among Universal
Forest Products, Inc., a Michigan corporation (the “Company”), the Canadian Borrower, the lenders
party thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent for the
Lenders (the “Agent”), Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A.,
as Documentation Agent, and all other Loan Documents. Terms used but not defined herein shall have
the meanings ascribed thereto in the Credit Agreement.



Pursuant to the Credit Agreement, and acting solely in my capacity as an officer of the
Company and not in my individual capacity I hereby certify as follows:




	 	1.	 	I am the duly elected, qualified and acting chief financial officer of the
Company and I have been responsible for acting on behalf of the Company and each
Subsidiary in connection with the negotiation and consummation of the Loan Documents.
In connection with these negotiations, I have been responsible for, among other things,
reviewing the affairs of the Company and the Subsidiaries.

	 
	 	2.	 	I have further, for purposes hereof, reviewed the assets and liabilities of the
Company and the Subsidiaries, after giving effect to the transactions contemplated by
the Loan Documents. In particular:







	 	A.	 	I have reviewed the financial statements referred to in Section
4.6 of the Credit Agreement.

	 
	 	B.	 	With respect to contingent and off-balance sheet liabilities
included in the liabilities of the Company and its Subsidiaries, I have
consulted with the appropriate officers and employees of the Company and its
Subsidiaries and outside counsel of the Company concerning pending and
threatened litigation and other contingent liabilities of the Company and its
Subsidiaries.







On the basis of the review and analysis described above, I have concluded that:



I. (i) Immediately after the consummation of the Loan Documents and transactions to occur on
the date hereof and immediately following the making of the Advances on the date hereof and after
giving effect to the application of the proceeds of such Advances, (a) the fair value of the assets
of the Company and the Subisidiaries on a consolidated basis, at a fair valuation, will exceed the
debts and liabilities, subordinated, contingent or otherwise, of the Company and the Subsidiaries
on a consolidated basis; (b) the present fair saleable value of the assets of the Company and the
Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Company and the Subsidiaries on a consolidated basis on their debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Company and the Subsidiaries on a consolidated basis will be
able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Company and the Subsidiaries on a consolidated
basis will not have unreasonably small capital with which to conduct the businesses in which they
are engaged as such businesses are now conducted and are proposed to be conducted after the date
hereof.


 


 









 





(ii) The Company does not intend to, or to permit any of its Subsidiaries to, and does not
believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by it or any
such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.



II. To the best of my knowledge, none of the Company or the Subsidiaries has executed any Loan
Document or any documents mentioned therein or made any transfer or incurred any obligation
thereunder or in connection therewith with actual intent to hinder, defraud or delay either present
or future creditors.




Executed and delivered on December                     , 2004.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 







 


 











 





EXHIBIT L




REQUEST FOR CONTINUATION OR

CONVERSION OF SYNDICATED LOAN




[Date]




To each Lender party to 

the referenced Credit Agreement 

c/o JPMorgan Chase Bank, N.A., 

as Agent for the Lenders 

611 Woodward Avenue 

Detroit, Michigan 48226




Attention:        
                   
              



      
                   
     
                   
         
  , a                            
              (the “Company”), hereby requests that
[C]
$                   
                  
    of the principal amount of the Syndicated Loan originally made on
                   
                  
   ,                
     , which Syndicated Loan is currently a [insert type of Loan], be continued as
or converted to, as the case may be, a [insert type of Loan requested] on      
                   
                ,    
                 . If
such Loan is requested to be converted to a Eurodollar Rate Syndicated Loan or a BA Rate Syndicated
Loan, the Company hereby elects an Interest Period for such Loan of [insert permitted Interest
Period].



In support of this request, the Company hereby represents and warrants to the Agent and the
Lenders that:



1. The representations and warranties contained in the Credit Agreement are true and correct
in all material respects on and as of the date hereof, and will be true and correct in all material
respects on the date such Loan is [continued] [converted] (both before and after such Loan is
[continued] [converted]), as if such representations and warranties were made on and as of such
dates.



2. No Event of Default or Default has occurred and is continuing or will exist on the date
such Loan is [continued][converted] (whether before or after such Loan is [continued][converted]).



Acceptance of the proceeds of such [continued][converted] Loan by the Company shall be deemed to be
a further representation and warranty that the representations and warranties made herein are true
and correct in all material respects at the time of such [continuation] [conversion].


 


 









 





Capitalized terms used but not defined herein shall have the respective meanings assigned to
them in the Credit Agreement, dated as of December _, 2004, among the Company, the other Borrower,
the lenders party thereto from time to time (the “Lenders”), JPMorgan Chase Bank, N.A., as Agent,
Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A., as Documentation Agent.



	 	 	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Print Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 	 	 	 	 	 	 






REQUEST FOR CONTINUATION OR

CONVERSION OF SYNDICATED LOAN






 


- 2 -









 







EXHIBIT M




ASSIGNMENT AND ACCEPTANCE




Reference is made to the Credit Agreement dated as of December _,2004 (as amended or modified
from time to time, the “Credit Agreement”) among Universal Forest Products, Inc., a Michigan
corporation, the Canadian Borrower, the lenders party thereto from time to time, JPMorgan Chase
Bank, N.A., as Agent, Wachovia Bank, N.A., as Syndication Agent, and Standard Federal Bank, N.A.,
as Documentation Agent. Terms defined in the Credit Agreement are used herein with the same
meaning.




The “Assignor” and the “Assignee” referred to on Schedule 1 agree as follows:



1. The Assignor hereby sells and assigns (without recourse) to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and
obligations under the Credit Agreement as of the date hereof equal to the interest specified on
Schedule 1 of all outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the Assignee’s Commitments will be as set forth on Schedule 1.



2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Borrower or the performance or observance by any Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches
the Note or Notes held by the Assignor and requests that the Agent exchange such Note or Notes for
a new Note or Notes payable to the order of the Assignee in an amount equal to the Commitments
assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitments
retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1.



3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 4.6 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance
upon the Agent, the Assignor or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all
of the obligations that by the terms of the Credit Agreement are required to be performed by it as
a Lender; and (v) if the Assignee is organized under the laws of a jurisdiction outside the United
States, attaches the forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee’s status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under the Credit
Agreement and the Notes or such other documents as are necessary to indicate that all such payments
are subject to such taxes at a rate reduced by an applicable tax treaty.


 


 









 





4. Following the execution of this Assignment and Acceptance, it will be delivered to the
Agent for acceptance and recording by the Agent. The effective date for this Assignment and
Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Agent, unless
otherwise specified on Schedule 1.



5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee
shall be a party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and be bound by the terms and
provisions applicable to a Lender under the Loan Documents (including without limitation the
Intercreditor Agreement) and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.



6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the
Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal, interest and commitment
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective
Date directly between themselves.



7. This Assignment and Acceptance shall be governed by, and construed In accordance with, the
laws of the State of Michigan.



8. This Assignment and Acceptance 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 one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier
shall be effective as delivery of a manually executed counterpart of this Assignment and
Acceptance.



ASSIGNMENT AND ACCEPTANCE


 


- 2 -









 





SCHEDULE 1 

to

ASSIGNMENT AND ACCEPTANCE

[                                        , as Assignor, and                                     
    , as Assignee]




	 	 	 	 	 	 	 
	Amount of Assignor’s Commitment assigned to Assignee:

	 	 	$	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Effective Date:
	 	 	 	 	 	 
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	                                         as, Assignor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	                                        as, Assignee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Attention:                                         	 	 
	 	 	Facsimile No.:                                         	 	 
	 	 	Telephone No.:                                         	 	 
	 	 	Commitment amount of the Assignee after giving	 	 
	 	 	Effect to this Assignment and Acceptance:	 	 
	 	 	$                                         	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Consented to and accepted this                      day	 	 
	 	 	of                                         ,                     	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Printed Name:	 	 
	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	[BORROWER]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Printed Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 


	 	 






 


 









 





Schedule 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	L/C Number	 	Date Open	 	 	L/C Expiry	 	 	Amount	 	 	Beneficiary
	SLT750930
	 	 	12/23/2002	 	 	 	12/23/2005	 	 	 	3,750,685	 	 	Standard Federal Corp
	SLT601
	 	 	11/25/2002	 	 	 	8/15/2005	 	 	 	3,340,685	 	 	LaSalle Bank NA
	SLT652
	 	 	11/25/2002	 	 	 	10/15/2005	 	 	 	2,736,987	 	 	LaSalle Bank NA
	SLT677
	 	 	11/25/2002	 	 	 	11/6/2005	 	 	 	2,534,247	 	 	Standard Federal Corp
	SLT596
	 	 	11/25/2002	 	 	 	7/15/2005	 	 	 	2,429,590	 	 	LaSalle Bank NA
	SLT751223
	 	 	5/20/2003	 	 	 	5/20/2005	 	 	 	3,950,000	 	 	Employee Insurance of Wausau
	SLT751240
	 	 	5/22/2003	 	 	 	5/20/2005	 	 	 	9,831,000	 	 	United States Fidelity and Guaranty Co.
	SLT440243
	 	 	7/1/2004	 	 	 	7/1/2005	 	 	 	2,500,000	 	 	United States Fidelity and Guaranty Co.
	SLT569
	 	 	1/1/1998	 	 	 	12/15/2005	 	 	 	1,315,227	 	 	Standard Federal Corp






 


 









 




Schedule 4.4




Schedule of Subsidiaries, Partnerships and Affiliates of Universal Forest Products, Inc.




	 	 	 	 	 	 	 
	 	 	 	 	Location of Chief	 	 
	Subsidiary	 	Jurisdiction	 	Executive Office	 	Capital Stock Owned By
	Universal Forest Products Holding Company, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Forest Products Eastern Division, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Holding Company, Inc.
	Universal Forest Products Western Division, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Forest Products Texas Limited Partnership
	 	Michigan	 	Grand Rapids, MI	 	General Partner is Universal Forest Products Western Division, Inc. (1%)
	 
	 	 	 	 	 	Limited Partner is Universal Forest Products Holding Company, Inc. (99%)
	D&R Framing Contractors, L.L.C. (50% owned)
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	Universal Truss, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Consumer Products, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Euro-Pacific Building Materials, Inc. 1
	 	Oregon	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Forest Products Reclamation Center, Inc. 1
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Forest Products of Canada, Inc.
	 	Canada	 	Quebec, Canada	 	Universal Forest Products, Inc.
	ECJW Holdings Ltd.
	 	Canada	 	Ontario, Canada	 	Universal Forest Products of Canada, Inc.
	Universal Forest Products Canada Limited Partnership
	 	Canada	 	Quebec, Canada	 	General Partner is Universal Forest  Products of Canada, Inc. (.1%)
	 
	 	 	 	 	 	Limited Partner is Universal Forest Products Nova Scotia ULC (99.9%)
	Universal Forest Products Nova Scotia ULC
	 	Canada	 	Nova Scotia, Canada	 	Universal Forest Products, Inc.
	UFP Mexico Holdings, S. de R.L. de C.V.
	 	Mexico	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Pinelli Universal, S. de R.L. de C.V. (50% owned)
	 	Mexico	 	Durango, Mexico	 	Universal Forest Products Mexico Holdings, S. de R.L. de C.V.
	UFP Insurance, Ltd.
	 	Bermuda	 	Hamilton, Bermuda	 	Universal Forest Products, Inc.
	Nascor Structures 1
	 	Nevada	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	UFP Real Estate, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	UFP of Modesto, LLC 1
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	Tresstar, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	UFP Ventures, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	UFP Ventures II, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Eastern Division, Inc.
	UFP Transportation, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Advanced Component Systems LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	UFP Framing LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products, Inc.
	Universal Forest Products RMS, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	UFP Framing of Florida, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Eastern Division, Inc.
	Treating Services of Minnesota, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Eastern Division, Inc.
	Norpac Construction, LLC (75% owned)
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	Indianapolis Real Estate, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Eastern Division, Inc.
	Shawnlee Construction LLC (50% owned)
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Eastern Division, Inc.
	D & L Framing, LLC (50% owned)
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	Western Building Professionals, LLC
	 	Michigan	 	Grand Rapids, MI	 	Universal Forest Products Western Division, Inc.
	Western Building Professionals of California, Inc.
	 	Michigan	 	Grand Rapids, MI	 	Western Building Professionals, LLC
	Western Building Professionals of California II Limited Partnership
	 	Michigan	 	Grand Rapids, MI	 	General Partner is Western Building Professionals of California, Inc. (2%)
	 
	 	 	 	 	 	Limited Partner is Western Building Professionals, LLC (98%)








	 	 	 
	1	 	Entities that have been shelved





 


 















 







UCC LIEN SEARCH SCHEDULE

Michigan Secretary of State




DEBTOR: Universal Forest Products, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Leggett & Platt,
Incorporated

	 	204210586-4
	 	10/28/07
	 	N/A
	 	N/A
	 	Consigned Inventory
located at 2100 Avalon
Street, Riverside, CA.
	General Electric Capital
Corporation (Allied)

	 	02440C
	 	04/07/99
	 	2003239719-8
	 	Amendment: 
Debtor
New Address

2003239718-6

12/16/03
	 	All accounts
receivable for
AlliedSignal is the
Account debtor
pursuant to the
Agreement dated
3/17/99 and all
proceeds thereof
	Toyota Industrial
Equipment

	 	D599344
	 	12/20/99
	 	N/A
	 	N/A
	 	Specific
Equipment
	Lessor:  

Computer Sales 

International, Inc

	 	D610909
	 	1/21/00
	 	N/A
	 	Amendment:

Additional

Collateral 12003C

3/16/00


Assignment: First

Bank Of Highland

Park 12004C

3/16/00


Assignment:

Computer Sales 

International, Inc. 

2003027351-2

2/11/03
	 	Lease of Equipment
	Citicorp Del
Lease, Inc.

	 	D635269
	 	3/27/00
	 	N/A
	 	N/A
	 	Specific Equipment
	(Lessor) 

NMHG Financial Services

	 	12757C
	 	4/12/00
	 	N/A
	 	N/A
	 	All equipment now or

hereafter leased by lessor
	Citicorp Del
Lease, Inc.

	 	D641374
	 	4/12/00
	 	N/A
	 	N/A
	 	
Specific
Equipment
	Citicorp Del
Lease, Inc.

	 	D641375
	 	4/12/00
	 	N/A
	 	N/A
	 	Specific

Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D641376
	 	4/12/00
	 	N/A
	 	N/A
	 	Specific
Equipment
	Citicorp Del
Lease, Inc.

	 	D647240
	 	4/27/00
	 	N/A
	 	N/A
	 	Informational
filing re
Equipment
	Citicorp Del
Lease, Inc.

	 	D647241
	 	4/27/00
	 	N/A
	 	N/A
	 	Informational filing re
Equipment






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Citicorp Del
Lease, Inc.

	 	D647243
	 	4/27/00
	 	N/A
	 	N/A
	 	Informational
filing re
Equipment
	Citicorp Del
Lease, Inc.

	 	D654505
	 	5/16/00
	 	N/A
	 	N/A
	 	Informational
filing re
Equipment
	Citicorp Del
Lease, Inc.

	 	D654548
	 	5/16/00
	 	N/A
	 	N/A
	 	Informational
filing re
Equipment
	Citicorp Del
Lease, Inc.

	 	D654549
	 	5/16/00
	 	N/A
	 	N/A
	 	Informational
filing re
Equipment
	Ikon Office Solutions

	 	D660061
	 	6/01/00
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D663942
	 	6/12/00
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D672478
	 	7/07/00
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D676688
	 	7/21/00
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D676689
	 	7/21/00
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D688087
	 	8/25/00
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Citicorp Del
Lease, Inc.

	 	D688088
	 	8/25/00
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Citicorp Del
Lease, Inc.

	 	D692200
	 	9/07/00
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Citicorp Del
Lease, Inc.

	 	D692201
	 	9/07/00
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Ikon Office Solutions

	 	D694635
	 	9/15/00
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Citicorp Del
Lease, Inc.

	 	D777973
	 	5/23/01
	 	N/A
	 	N/A
	 	Informational
filing re Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D781389
	 	06/04/01
	 	N/A
	 	N/A
	 	Informational
filing re Specific
Equipment Listed
	Citicorp Del
Lease, Inc.

	 	D787464
	 	6/20/01
	 	N/A
	 	N/A
	 	Informational
filing re Specific
Equipment Listed
	Gilman Building Products
Company

	 	D825831
	 	10/09/01
	 	N/A
	 	N/A
	 	To secure
payment and
performance of
all obligations.
Seller’s Security
Interest is explicitly
limited
to outstanding
obligations between
buyer and seller.
	Citicorp Del
Lease, Inc.

	 	D868461
	 	1/30/02
	 	N/A
	 	N/A
	 	Specific
Equipment Listed
	Fleet Capital Corporation

	 	D925819
	 	6/21/02
	 	N/A
	 	N/A
	 	One 1997 Cessna 750
aircraft.
Precautionary filing






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Caterpillar Financial
Services Corporation

	 	39940C
	 	6/25/02
	 	N/A
	 	Termination: 

2003148299-6

8/04/03
	 	Specific
Equipment Listed
	Fifth Third
Leasing Company

	 	D941519
	 	8/01/02
	 	N/A
	 	N/A
	 	Specific
Equipment listed
	Bank of the West

	 	45530C
	 	9/26/02
	 	N/A
	 	Termination 

2002006284-2 

11/05/02
	 	All equipment, general
intangibles and
all modifications
covered by Equipment
Lease Agreement dated
8/14/02
	Signode
Packaging Systems

	 	2002019971-4
	 	12/06/02
	 	N/A
	 	N/A
	 	Debtor’s
inventory of Signode
Steel
and Plastic Packaging
Strapping on the
Debtor’s Plant in
Missouri
	Toyota Motor Credit
Corporation

	 	2003042726-6
	 	3/05-03
	 	N/A
	 	N/A
	 	In lieu filing re
California UCC-1
financing statements
	NMHG Financial Services,
Inc.

	 	2003055481-1
	 	3/24/03
	 	N/A
	 	N/A
	 	All of the equipment
now hereafter leased
by lessor to
lessee
	The CIT Group/Equipment
Financing, Inc.

	 	2003086865-2
	 	5/06/03
	 	N/A
	 	N/A
	 	In Lieu filing &
additional
collateral
	Barloworld Handling

	 	2003169666-0
	 	9/08/03
	 	N/A
	 	N/A
	 	Parts inventory to
support the
Hyster Forklift
Fleet
	Bank of America, N.A.

	 	2003216389-0
	 	11/12/03
	 	N/A
	 	N/A
	 	All purchased
receivables and
proceeds
	LeaseNet Group, Inc

	 	2003242165-8
	 	12/19/03
	 	N/A
	 	N/A
	 	All equipment,
software and
other personal property
described on Master
Equipment Lease dated
November 20, 2003
	Signode
Container
Industry Systems

	 	2004023395-2
	 	02/03/04
	 	N/A
	 	N/A
	 	Debtor’s
inventory of Signode
Steel
and Plastic Packaging
Strapping on the
Debtor’s Plant in
Janesville, WI
	The CIT Group/Equipment
Financing, inc

	 	2004073417-0
	 	04/09/04
	 	N/A
	 	N/A
	 	Specific
Equipment
Listed






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Signode
Container
Industry Systems

	 	2004078355-3
	 	04/19/04
	 	N/A
	 	N/A
	 	Debtor’s
Inventory of
Signode Steel
And plastic
Packaging
Strapping on the
Debtor’s plant in
White Bear Lake,
MN
	The Fifth Third
Leasing Company

	 	200407848-3
	 	04/19/04
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing Co.
	The CIT
Group/Equipment Financing, Inc.

	 	200410765-2
	 	05/18/04
	 	N/A
	 	N/A
	 	Specific Equipment Listed
	
Citibank, N.A.

	 	2004131047-6
	 	08/04/04
	 	N/A
	 	N/A
	 	Accounts
Receivable from
The Stanley
Works Co.
	Weyerhaeuser
Company

	 	2004155596-7
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Softwood lumber
Which contains
The Mill number
Of a
Weyerhaeuser
Mill.
	Fifth Third Bank,
Western Michigan

	 	2004170208-5
	 	08/26/04
	 	N/A
	 	N/A
	 	Specific
Equipment
Listed






DEBTOR: Universal Forest Products Nova Scotia ULC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Original	 	 	 	 	 	 	 	 	 
	 	 	 	 	Filing	 	Original	 	 	 	 	 	 	 
	Secured Party	 	Jurisdiction	 	No.	 	File
Date	 	Continuation	 	Amendments	 	Collateral	 
	N/A
	 	Michigan SOS	 	N/A	 	N/A	 	N/A	 	N/A	 	 	N/A	 
	N/A
	 	Novia Scotia,  Canada	 	N/A	 	N/A	 	N/A	 	N/A	 	 	N/A	 






DEBTOR: Universal Forest Products RMS, LLC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Bank of America, N.A.
	 	2003216390-3	 	11/12/03	 	N/A	 	N/A	 	All Purchased Receivables And proceeds thereof






DEBTOR: UFP Transportation, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	The Fifth Third Leasing company
	 	2004078478-3	 	04/19/04	 	N/A	 	N/A	 	Equipment Owned by Fifth Third Leasing Co., Lessor and Leased by UFP Transportation






 


 









 






DEBTOR: Universal Forest Products Indiana Limited Partnership




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Citicorp Del Lease, Inc., As Agent for
Harrison Credit
Corp.
	 	D771799	 	05/08/01	 	N/A	 	N/A	 	Specific Equipment






DEBTOR: Universal Forest Products Texas Limited Partnership




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Fifth Third
Leasing Co.

	 	2004209763-7
	 	10/26/04
	 	N/A
	 	N/A
	 	Lease of listed
Equipment
Under schedule
No. 2 dated
September 26,
2004 Master
Lease
Agreement
	Fifth Third
Leasing Co.

	 	2003107485-2
	 	06/04/03
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing
Co., Lessor and
Leased by
Universal
Forest
Products Texas
LP
	Fifth Third
Leasing Co.

	 	2003107525-8
	 	06/04/03
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing
Co., Lessor and
Leased by
Universal Forest
Products, Inc.
Forest
Products Texas
LP
	Universal Forest
Products RMS,
LLC

	 	2003172856-8
	 	09/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of its accounts Receivable and
All related
Instruments,
Chattel paper,
Payment
Intangibles,
Notes on
Contact rights






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	The Fifth Third
Leasing Company

	 	2004001965-5
	 	01/05/04
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing
Co., Lessor and
Leased by
Universal
Forest
Products Texas
LP
	Weyerhaeuser
Company

	 	2004155600-8
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Softwood
Lumber which
Contains the
Mill number of
A
Weyerhaeuser
Mill with the
Southern Pine
Inspection
Bureau of
Grade stamp






DEBTOR: Universal Forest Products Holding Company, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Weyerhaeuser
Company

	 	2004155598-1
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Sotfwood
Lumber which
Contains the
Mill number of
Weyerhaeuser
Mill with the
Southern Pine
Inspection
Bureau of
Grande stamp
Weyerhaeuser
Mill






 


 









 





DEBTOR: Universal Forest Products Western Division, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Carlson System
Corp

	 	D877601
	 	2/25/02
	 	N/A
	 	N/A
	 	Specific
Equipment
Listed
	Fifth Third Bank,
Chicago

	 	2003007078-8
	 	1/10/03
	 	N/A
	 	N/A
	 	Specific
Equipment
Listed
	MITek Industries,
Inc.

	 	2003024850-7
	 	2/06/03
	 	N/A
	 	N/A
	 	Lease of
Specific
Equipment
	MiTek Industries,
Inc.

	 	2003067261-9
	 	04/08/03
	 	N/A
	 	N/A
	 	Lease of
Specific
Equipment
	Universal Forest
Products RMS,
LLC

	 	2003172854-4
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
Receivable and
All instruments,
Chattel paper,
Payment
Intangibles,
Notes and
Contact rights
	The Fifth Third
Leasing Company

	 	2004009853-6
	 	01/14/04
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing
Co., Lessor and
Leased by
Universal
Forest
Products
Western
Division
	Weyerhaeuser
Company

	 	2004155595-5
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Softwood
Lumber which
Contains the
Mill number of
Weyerhaeuser
Mill with the Southern Pine
Inspection
Bureau of
Grande stamp
Weyerhaeuser
Mill






DEBTOR: Shoffner Holding Company, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






 


 









 





DEBTOR: Universal Forest Products Eastern Division, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Computer Sales
International, Inc.

	 	D876209
	 	2/20/02
	 	N/A
	 	Assignment:
First Bank of
Highland Park
40859C
7/10/02
	 	Lease of
Specific
Equipment
	Fifth Third Bank
Western Michigan

	 	2002036928-4
	 	12/16/02
	 	N/A
	 	N/A
	 	Specific
Equipment
	Fifth Third Bank
Western Michigan

	 	2002039531-6
	 	12/18/02
	 	N/A
	 	N/A
	 	Specific
Equipment
	Fifth Third Bank
Western Michigan

	 	2002039591-2
	 	12/18/02
	 	N/A
	 	N/A
	 	Specific Equipment
	Fifth Third Bank
Chicago

	 	2003007079-0
	 	1/10/03
	 	N/A
	 	N/A
	 	Specific
Equipment
	Fifth Third
Leasing Co.

	 	2003107491-5
	 	6/04/03
	 	N/A
	 	N/A
	 	Specific
Equipment
	Fifth Third
Leasing Co.

	 	2003107524-6
	 	06/04/03
	 	N/A
	 	N/A
	 	Specific
Equipment
	Universal Forest
Products RMS,
LLC

	 	2003172853-2
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
Receivable and
All instruments,
Chattel paper,
Payment
Intangibles,
Notes and
Contract rights
	Fifth Third
Leasing Co.

	 	2004078494-7
	 	4/19/04
	 	N/A
	 	N/A
	 	Specific
Equipment
	Fifth Third
Leasing Co.

	 	2004078495-9
	 	4/19/04
	 	N/A
	 	N/A
	 	Specific
Equipment
	Weyhaeuser
Company

	 	2004155597-9
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Softwood
Lumber which
Contains the
Mill number of
Weyerhaeuser
Mill with the
Southern Pine
Inspection
Bureau of
Grade stamp
Weyerhaeuser
Mill.
	New Holland
Credit Company

	 	2004164977-6
	 	8/18/04
	 	N/A
	 	N/A
	 	Precautionary
Filing re specific
Equipment
Listed






 


 









 





DEBTOR: Universal Forest Products Shoffner LLC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Universal Forest
Products, RMS
LLC

	 	2003172855-
6
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
Receivable and
All instruments,
Chattel paper,
Payment
Intangibles,
Notes and
Contact rights






DEBTOR: Universal Truss, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	The CIT
Group/Equipment
Financing, Inc.

	 	17082C
	 	9/8/00
	 	N/A
	 	N/A
	 	All of the
Goods,
Furniture,
Fixtures and equipment
and other Personal
Property leased
To lessee
	The CIT
Group/Equipment
Financing, Inc.

	 	17083C
	 	9/8/00
	 	N/A
	 	N/A
	 	All of the
Goods,
Furniture,
Fixtures and
Equipment and
Other Personal
Property leased to lessee
	MiTek Industries,
Inc.

	 	2003024850-7
	 	02/06/03
	 	N/A
	 	N/A
	 	Lease of
Specific
Equipment
	MiTek Industries,
Inc.

	 	2003067261-9
	 	04/08/03
	 	N/A
	 	N/A
	 	Lease of
Specific
Equipment
	The Fifth Third
Leasing Company

	 	2004009852-4
	 	1/14/04
	 	N/A
	 	N/A
	 	Equipment
Owned by Fifth
Third Leasing
Co., Lessor and
Leased by
Universal Truss
	Weyerhauser
Company

	 	2004155601-0
	 	08/04/04
	 	N/A
	 	N/A
	 	All Southern
Yellow Pine
Softwood
Lumber which
Contains the
Mill number of
Weyerhaeuser
Mill with the
Southern Pine
Inspection
Bureau of
Grand stamp
Weyerhaeuser
Mill






 


 









 





DEBTOR: Universal Forest Products Reclamation Center, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original 	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






DEBTOR: Universal Forest Products of Modesto L.L.C.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original 	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Citicapital
Commercial
Leasing
Corporation

	 	2003038259-9
	 	2/27/03
	 	N/A
	 	N/A
	 	Specific
Equipment
	Universal Forest
Products RMS,
LLC

	 	2003172858-2
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
receivable and
All instruments,
Chattel paper,
Payment
Intangibles,
Notes and
Contract rights






DEBTOR: Tresstar, LLC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original 	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






DEBTOR: UFP Ventures, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original 	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Universal Forest
Products RMS,
LLC

	 	2003172859-4
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
receivable and
All instruments,
Chattel paper,
Payment
Intangibles,
Notes and
Contract rights






 


 









 






DEBTOR: Consolidated Building Components, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






DEBTOR: UFP Real Estate, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






DEBTOR: Syracuse Real Estate, LLC




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	N/A

	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	N/A






DEBTOR: UFP Ventures II, Inc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Original	 	Original	 	 	 	 	 	 
	Secured Party	 	Filing No.	 	File Date	 	Continuation	 	Amendments	 	Collateral
	Universal Forest
Products RMS,
LLC

	 	2003172860-7
	 	9/11/03
	 	N/A
	 	N/A
	 	Debtor is
Selling to SP all
Of it’s accounts
Receivable and
All instruments,
chattel paper,
payment
intangibles,
notes and
contract rights







 


 











 





Schedule 4.5




Schedule of Material Litigation and Contingent Obligations




NONE




 


 









 







Schedule 4.12




List of Existing Environmental Conditions




	 	 	 	 	 	 	 
	 	 	 	 	Amount Accrued	 
	 	 	 	 	for Remediation	 
	Subsidiary	 	Location of Facility	 	as of 11/27/04	 
	 
	 	 	 	 	 	 
	Universal Forest Products Eastern Division, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Auburndale, Florida	 	$	9,574	 
	 
	 	Elizabeth City, North Carolina	 	$	1,189,727	 
	 
	 	Stockertown, Pennsylvania	 	$	151,921	 
	 
	 	Union City, Georgia	 	$	30,285	 
	 
	 	Janesville, Wisconsin	 	$	194,492	 
	 
	 	 	 	 	 	 
	Universal Forest Products Texas Limited Partnership
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Schertz, Texas	 	$	212,745	 
	 
	 	 	 	 	 	 
	Universal Forest Products Western Division, Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Thornton, California	 	$	72,936	 
	 
	 	 	 	 	 	 
	Treating Services of Minnesota, LLC
	 	 	 	 	 	 
	 
	 	White Bear Lake, Minnesota	 	$	416,089	 
	 
	 	 	 	 	 
	 
	Total
	 	 	 	$	2,277,769	 
	 
	 	 	 	 	 






 


 









 





Schedule 5.2(d)




Schedule of Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	 	 	Secured Debt	 	 	 	 
	Name of Secured Party	 	Name of Debtor	 	 	as of 11/27/04	 	 	Description	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	See Attached UCC Search Schedule
	 	See Attached UCC Search Schedule	 	 	 	N/A	 	 	Operating Leases
	 
	 		 	 	 	 	 	 	 	 






 


 









 





Schedule 5.2(h)




List of Existing Investments, Loans and Advances




	 	 	 	 	 	 	 
	 	 	 	 	Balance	 
	Legal Entity	 	Description	 	as of 11/27/04	 
	 
	 	 	 	 	 	 
	Universal Forest Products, Inc.
	 	Officers Stock Notes Receivable
	 	$	831,991	 
	 
	 	Employers’ Stock Assistance Receivable
	 	$	743,122	 
	 
	 	Fleetfoot Note Receivable
	 	 	27,792	 
	 
	 	Superior Note Receivable
	 	 	111,880	 
	 
	 	Cadevick Note Receivable
	 	 	177,561	 
	 	 	(1) Cash Surrender Value of Investments for Deferred Compensation
	 	 	—	 
	 	 	(1) Current Market Value of Investments for Deferred Compensation
	 	 	—	 
	 
	 	 	 	 	 	 
	Universal Forest Products
Western Division, Inc.
	 	CHC Enterprises Note Receivable
	 	 	367	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Total Investments, Loans and Advances
	 	 	 	$	1,892,713	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 	 






	 	 	 
	(1)	 	These assets have an offsetting liability on the company’s balance sheet representing an obligation  for future distribution to officers and directors of the company; therefore, the assets are not scheduled






 


 









 





SCHEDULE 5.2(i)




Restrictive Agreement




None