Exhibit 10(j)(2)





Exhibit 10(j)(2)




Information Relating to Purchasers




	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	Connecticut General Life Insurance

Company

	 	$5,000,000 

$5,000,000 
	c/o Cigna Retirement & Investment Services.

	 	(Tranche A) 
	280 Trumbull Street
	 	 
	Hartford, Connecticut 06103

	 	$8,000,000 
	Attention: Private and Alternative Investments — H16B

	 	$4,000,000 
	Fax: 860-534-7203

	 	(Tranche B) 






Payments



All payments on or in respect of the Notes to be by Federal Funds Wire Transfer to:




J.P.Morgan Chase Bank

BNF=CIGNA Private Placements/AC=9009001802

ABA #021000021

OBI=[name of company; description of security; interest rate; maturity date; PPN; due
date] and application (as among principal, premium and interest of the payment being
made); contact name and phone.



Address for Notices Related to Payments:




CIG & Co.

c/o Cigna Retirement & Investments Services

Attention: Securities Processing, H05P

280 Trumbull Street

Hartford, Connecticut 06103




CIG & Co.

c/o Cigna Retirement & Investment Services

Attention: Private and Alternative Investments, H16B

Operations Group

280 Trumbull Street Hartford, Connecticut 06103

Fax: 860-534-7203



Schedule I

(to Note Agreement)



 


 









 






with a copy to:




J.P. Morgan Chase Bank

Private Placement Servicing

P.O. Box 1508

Bowling Green Station

New York, New York 10081

Attention: CIGNA Private Placements

Fax: 212-552-3107/1005



Address for All Other Notices:




CIG& Co.

c/o CIGNA Retirement & Investments Services

Attention: Private and Alternative Investments, H16B

280 Trumbull Street

Hartford, Connecticut 06103

Fax: 860-534-7203



Name of Nominee in which Notes are to be issued: CIG & Co.



Taxpayer I.D. Number for CIG & Co.: 13-3574027


 


I-2









 





	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	Principal Life Insurance Company

	 	$13,000,000 
	c/o Principal Global Investors, LLC

	 	$3,000,000 
	801 Grand Avenue

	 	$1,000,000 
	Des Moines, Iowa 50392-0800

	 	$1,000,000 
	 

	 	$1,000,000 
	 

	 	(Tranche B) 






Payments



All payments on or in respect of the Notes to be made by 12:00 Noon (New York City time) by bank
wire transfer of immediately available funds to:




ABA #073000228

Wells Fargo Bank Iowa, N.A.

7th and Walnut Streets

Des Moines, Iowa 50309

For credit to Principal Life Insurance Company

Account No. 0000014752

OBI PFGSE (S) B0065565




With sufficient information (including interest rate, maturity date, interest ~mount,
principal amount and premium amount, if applicable) to identify the source and application
of such funds.



All notices with respect to payments to:




Principal Global Investors, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0960

Attention: Investment Accounting -Securities

Telefacsimile: (515) 248-2643

Confirmation: (515) 248-2766



All other notices and communications to:




Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attention: Fixed Income -Securities

Telefacsimile: (515) 248-2490

Confirmation: (515) 248-3495


 


I-3









 





All other notices and communications to:




Principal Capital Management, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attention: Fixed Income -Securities

Telefacsimile: (515) 248-2490

Confirmation: (515) 248-3495



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 42-0127290


 


I-4









 





	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	Scottish Re (U.S.), Inc.

	 	$1,000,000 
	c/o Principal Global Investors, LLC

	 	(Tranche B)
	801 Grand Avenue
	 	 
	Des Moines, Iowa 50392-0800
	 	 
	Attn: Fixed Income — Securities
	 	 






Payments




All payments on account of the Note to be made by 12:00 noon (New York City time) by wire transfer
of immediately available funds to:




Comerica Bank/Trust Operations

AC: 2158598532

BNF: Scottish Annuity & Life Holdings, Ltd.

AC: 011000734950

BBI: Trade Settlement (313) 222-3111

Bank Routing Number: 072000096

OBI PFGSE (S) B0065565




With sufficient information (including interest rate, maturity date, interest amount,
principal amount’ and premium amount, if applicable) to identify the source and application
of such funds.



Notices




All notices with respect to the Note payable to Scottish Re, except with respect to payment, should
be sent to:




Scottish Re (U.S.), Inc.

c/o Principal Global Investors, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attn: Fixed Income -Securities

Fax: (515) 248-2490

Confirmation: (515) 248-3495


 


I-5









 





All notices with respect to payments on the Note payable to Scottish Re should be sent to:




Scottish Re (U.S.), Inc.

c/o Principal Global Investors, LLC

801 Grand Avenue

Des Moines, Iowa 50392-0800

Attn: Fixed Income -Securities

Fax: (515) 248-2643

Confirmation: (515) 248-2766



Upon closing, deliver Note to:




Deutsche Bank

(Bankers Trust Company)

14 Wall Street

4th Floor, Window 44

Comercia Bank A/C 090755

New York, New York 10015



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 23-2038295


 


I-6









 





	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	State Farm Life Insurance Company

	 	$4,000,000 
	One State Farm Plaza

	 	(Tranche A) 
	Bloomington, Illinois 61710
	 	 
	Attention: Investment Department E-10

	 	$4,000,000 
	 

	 	(Tranche B) 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Universal Forest Products, Inc. and as to
interest rate, security description, maturity date and PPN, principal, premium or interest”) to:




The Chase Manhattan Bank

ABA #021000021

SSG Private Income Processing

A/C #900-9-000200




for Credit to: Account Number G 06893



Notices




Send notices, financial statements, officer’s certificates and other correspondence to:




State Farm Life Insurance Company

Investment Dept. E-8

One State Farm Plaza

Bloomington, IL 61710



Send confirms to:




State Farm Life Insurance Company

Investment Accounting Dept. D-3

One State Farm Plaza

Bloomington, IL 61710



Name of Nominee in which Notes are to be issued: None




Taxpayer I.D. Number: 37-0533090


 


I-7









 





	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	State Farm Life & Accident 
	 	 
	Assurance Company

	 	$1,000,000 
	One State Farm Plaza

	 	(Tranche A)
	Bloomington, Illinois 61710
	 	 
	Attention: Investment Department E-10
	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds (identifying each payment as “Universal Forest Products, Inc. and as to
interest rate, security description, maturity date and PPN, principal, premium or interest”) to:




The Chase Manhattan Bank

ABA #021000021

SSG Private Income Processing

A/C #900-9-000200




for Credit to: Account Number G 06895



Notices




Send notices, financial statements, officer’s certificates and other correspondence to:




State Farm Life and Accident Assurance Company

Investment Dept. E-8

One State Farm Plaza

Bloomington, IL 61710


 


I-8









 





Send confirms to:




State Farm Life and Accident Assurance Company

Investment Accounting Dept. D-3

One State Farm Plaza

Bloomington, IL 61710



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 37-00805091


 


I-9









 





	 	 	 
	Name and Address	 	Principal amount of Notes
	of Purchaser	 	to Be Purchased
	 
	 	 
	The Canadian Life Assurance Company

	 	$4,000,000 
	330 University Avenue, SP-11

	 	(Tranche B)
	Toronto, Ontario, Canada M5G 1R8
	 	 
	Attention: Paul English, U.S. Investments Division
	 	 






Payments



All payments on or in respect of the Notes to be by bank wire transfer of Federal or other
immediately available funds to:




For call or maturity payments:




Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000192

Trust Account No. G52708

Reference: CUSIP, Name of Issuer & description, and call or maturity date




For all other payments (by wire):




Chase Manhattan Bank

ABA #021-000-021

Account No. 900-9-000200

Trust Account No. G52708

Reference: PPN, Name of Issuer and description, and Principal and Interest payment




For all other payments (by mail):




Mail check payment to:

J. Romeo & Co.

c/o Chase Manhattan Bank

P. O. Box 35308

Newark, New Jersey 07101-8006

Attention: Funds Clearance/ A/C# G52708

Reference: CUSIP, Name of Issuer and description, and Principal and Interest payment


 


I-10









 





Notices




Notices with respect to payments and written confirmation of each such payment, to be addressed:




Chase Manhattan Bank

North American Insurance

3 Chase MetroTech Centre, 6th Floor

Brooklyn, New York 11245

Attention: Doll Balbadar




with a copy to:




The Canada Life Assurance Company

330 University Avenue, SP-12

Securities Accounting

Toronto, Ontario, Canada M5G lR8



All other notices and communications (including financial statements) to be addressed as first
provided above.



Name of Nominee in which Notes are to be issued: J. Romeo & Co.



Taxpayer I.D. Number: 38-03974


 


I-11









 





Funded Debt; Liens Securing Funded Debt

(Including Capitalized Leases); Subsidiaries; and

Restricted Subsidiaries as of the Closing Date




See Attached




Schedule II

(to Note Agreement)




 


 









 





Schedule II



Funded Debt




	 	 	 	 	 	 	 
	 	 	 	 	Balance	 
	Legal Entity	 	Description	 	as of 11/30/02	 
	 	 	 
	 	 	 	 
	Universal Forest Products, Inc.	 	Senior unsecured notes, $5,714,000 due annually through May 2004, interest due semi-annually at 7.15% per annum.
	 	 	11,428,570	 
	 	 	Series 1998-A Senior Notes Tranche C, due on December 21, 2008, interest due semi-annually at 6.98%
	 	 	19,000,000	 
	 	 	Series 1998-A Senior Notes Tranche B, due on December 21, 2008, interest due semi-annually at 6.98%
	 	 	59,500,000	 
	 	 	Series 1998-A Senior Notes Tranche A, due on December 21, 2005, interest due semi-annually at 6.98%
	 	 	21,500,000	 
	 	 	Revolving credit facility totaling $200 Million, due on November 25 2005, interest due monthly at a floating rate
	 	 	102,255,480	 
	 	 	Series 1998 Industrial Development Revenue Bonds, due on December 1, 2018, Interest payable monthly at a floating rate (1.88% on November 28, 2002)
	 	 	1,300,000	 
	 	 	Series 1999 Industrial Development Revenue Bonds, due on July 1, 2029, Interest payable monthly at a floating rate (1.65% on November 28, 2002)
	 	 	2,400,000	 
	 	 	Series 1999 Industrial Development Revenue Bonds, due on August 1, 2029, Interest payable monthly at a floating rate (1.79% on November 28, 2002)
	 	 	3,300,000	 
	 	 	Series 2000 Industrial Development Revenue Bonds, due on October 1, 2020, Interest payable monthly at a floating rate (1.78% on November 28, 2002)
	 	 	2,700,000	 
	 	 	Series 2000 Industrial Development Revenue Bonds, due on November 1, 2020, Interest payable monthly at a floating rate (1.79% on November 28, 2002)
	 	 	2,400,000	 
	 	 	Series 2001 Industrial Development Revenue Bonds, due on November 1, 2021, Interest payable monthly at a floating rate (1.75% on November 28, 2002)
	 	 	2,500,000	 
	 	 	Non-Compete Agreement, $75,000annually including interest at 7.00%, through February 2006
	 	 	227,137	 
	 	 	Non-Compete Agreement, $200,000 annually including interest at 7.00%, through April 2003
	 	 	194,464	 
	 	 	Non-Compete Agreement, $137,500annually including interest at 6.00%, through April 2012
	 	 	1,034,370	 






 


 









 





Schedule II



Funded Debt




	 	 	 	 	 	 	 
	 	 	 	 	Balance	 
	Legal Entity	 	Description	 	as of 11/30/02	 
	Universal Forest Products, Inc. (Cont.)	 	Non-Compete Agreement, $137,500annually including interest at 6.00%, through April 2012
	 	 	1,034,370	 
	 	 	Chrylsler Leasing, capital lease on one pickup, $604 month including interest at 0.90%, through November 2003
	 	 	7,213	 
	 	 	Employees Insurance of Wausau, Letter of Credit, Issued 6/03/02 and expires 6/3/03
	 	 	4,783,658	 
	 	 	USF&G, Letter of Credit, Issued 6/01/02 and expires 6/1/03
	 	 	4,000,000	 
	 	 	UFP Insurance Ltd., Letter of Credit, Issued 6/01/02 and expires 6/1/03
	 	 	1,800,000	 
	 	 	 
	 	 	 	 
	Consolidated Building Components, Inc.	 	LTM Parker, Inc., capital lease on building and property, $3,000 due monthly including interest at 8.00% through September 2003
	 	 	26,296	 
	 	 	 
	 	 	 	 
	Universal Forest Products Shoffner, LLC	 	Travelers Propery Casualty Co., Letter of Credit, Issued 6/01/02 and expires 6/1/03
	 	 	200,000	 
	 	 	 
	 	 	 	 
	Nascor Incorporated	 	Roynat, mortgage, secured by land and building, $20,000 CDN due monthly plus interest at a floating rate based on the average of the bankers acceptances
on each business day during the monthly period, plus 3.25% through June 2009. Final payment of $100,000 CDN due July 2009
	 	 	1,080,180	 
	 	 	Line of Credit of $4.0 Million CDN with TD Bank, which bears interest at the bank’s prime lending rate plus 1.5% per annum and is secured by inventory and
accounts receivable and a second mortgage on land and buildings
	 	 	1,537,668	 
	 	 	TD Bank, capital lease on manufacturing equipment
	 	 	198,321	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	Total Indebtedness
	 	 	 	$	244,407,727	 
	 	 	 
	 	 	 





 


 









 





Schedule II



Liens Securing Funded Debt




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 
	 	 	 	 	Secured Debt	 	 	 
	Name of Secured Party	 	Name of Debtor	 	as of 11/30/02	 	 	Description
	 
	 	 	 	 	 	 	 	 
	Chrysler Leasing
	 	Universal Forest Products, Inc.	 	$	7,213	 	 	Dodge Ram Pickup
	 
	 	 	 	 	 	 	 	 
	LTM Parker, Inc.
	 	Consolidated Building Components, Inc.	 	$	26,296	 	 	Land and building in Parker, PA purchased with proceeds.
	 
	 	 	 	 	 	 	 	 
	TD Asset Finance Corp.
	 	Nascor Incorporated	 	$	198,321	 	 	Manufacturing Equipment
	 
	 	 	 	 	 	 	 	 
	Roynat
	 	Nascor Incorporated	 	$	1,080,180	 	 	Land and building in Calgary, AB
	 
	 	 	 	 	 	 	 	 
	TD Bank
	 	Nascor Incorporated	 	$	1,537,668	 	 	Accounts receivable and inventory
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Total
	 
	 	 	$	2,849,678	 	 	 
	 
	 	 	 	 	 	 	 





 


 









 





Schedule II



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





	 	 	 	 	 	 	 
	 	 	 	 	Location of Chief	 	 
	Subsidiary	 	Jurisdiction	 	Executive Office	 	Capital Stock Owned By
	 
	 	 	 	 	 	 
	Restricted Subsidiaries
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Universal Forest Products Holding Company, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	Shoffner Holding Company, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products Holding Company, Inc.
	Universal Forest Products Eastern Division, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Shoffner Holding Company, Inc.
	Universal Forest Products Shoffner, LLC

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products Eastern Division, Inc.
	Universal Forest Products Indiana Limited Partnership

	 	Michigan
	 	Grand Rapids, MI
	 	General Partner is Universal Forest Products Eastern
Division, Inc.
	 

	 	 	 	 	 	Limited Partner is Universal Forest Products Holding
Company, Inc.
	Syracuse Real Estate, LLC

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products Indiana Limited Partnership
	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.
	 

	 	 	 	 	 	Limited Partner is Universal Forest Products Holding
Company, Inc.
	Universal Truss, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	Consolidated Building Components, Inc.

	 	Pennsylvania
	 	Parker, PA
	 	Universal Forest Products, Inc.
	Universal Forest Products Reclamation Center, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	Universal Real Estate, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	UFP of Modesto, LLC

	 	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.
	 
	 	 	 	 	 	 
	Unrestricted Subsidiaries
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Universal Consumer Products, Inc.

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	Euro-Pacific Building Materials, Inc.

	 	Oregon
	 	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.
	Nascor Incorporated (57% owned)

	 	Canada
	 	Alberta, 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.
	 

	 	 	 	 	 	Limited Partner is Universal Forest Products Nova Scotia ULC
	Universal Forest Products Nova Scotia ULC

	 	Canada
	 	Nova Scotia, Canada
	 	Universal Forest Products, Inc.
	Universal Forest Products FSC, Inc.

	 	Barbados
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	Universal Forest Products Mexico Holdings, S. de
R.L. de C.V.

	 	Mexico
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	UFP Insurance, Ltd.

	 	Bermuda
	 	Hamilton, Bermuda
	 	Universal Forest Products, Inc.
	Nascor Structures

	 	Nevada
	 	Grand Rapids, MI
	 	Universal Forest Products, Inc.
	 
	 	 	 	 	 	 
	Consolidated Affiliates
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	D&R Framing Contractors, L.L.C. (50% owned)

	 	Michigan
	 	Grand Rapids, MI
	 	Universal Forest Products Western Division, 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.





 


 









 





Environmental Obligations




None




Schedule iii

(to Note Agreement)



 


 









 





Universal Forest Products, Inc.




5.63% Series 2002-A Senior Note, Tranche A,

Due December 18, 2009




PPN 913543 B@ 2




No.



December 18, 2002





$     




Universal Forest Products, Inc., a Michigan corporation (the “Company”), for value
received, hereby promises to pay to



or registered assigns

on the 18th day of December, 2009

the principal amount of




Dollars ($                    )




and to pay interest (computed on the basis of a 360-day year of twelve 30-day nl0nths) on the
principal amount from time to time remaining unpaid hereon at the rate of 5.63% per annum from the
date hereof until maturity, payable semiannually on the 18th day of June and December in each year
(commencing on June 18, 2003) and at maturity. The Company agrees to pay interest on overdue
principal (including any overdue optional prepayment of principal) and premium, if any, and (to the
extent legally enforceable) on any overdue installment of interest, at the Overdue Rate after the
due date, whether by acceleration or otherwise, until paid. “Overdue Rate” shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 7.63% per annum.



Both the principal hereof and interest hereon are payable at the principal office of the
Company in Grand Rapids, Michigan in coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public and private debts. If any amount of
principal, premium, if any, or interest on or in respect of this Note becomes due and payable on
any date which is not a Business Day, such amount shall be payable on the immediately succeeding
Business Day. “Business Day” means any day other than a Saturday, Sunday or other day on which
banks in either Grand Rapids, Michigan or New York, New York are required by law to close or are
customarily closed



Exhibit A-1

(to Note Agreement)



 


 









 





This Note is one of the 5.63%Series 2002-A Senior Notes, Tranche A, due December 18, 2009 of the
Company in the aggregate principal amount of $15,000,000, which, together with the 6.16% Series
2002-A Senior Notes, Tranche B, due December 18, 2012 of the Company in the aggregate principal
amount of $40,000,000, and any Additional Notes are issued or to be issued
under and pursuant to the terms and provisions of the separate Note Agreements, each dated as of
December 18, 2002 (the “Note Agreements “), entered into by the Company with the original
Purchasers therein referred to and any Additional Purchasers of Additional Notes and the holder
hereof is entitled equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein. Reference is
hereby made to the Note Agreements for a statement of such rights and benefits.



This Note and the other Notes outstanding under the Note Agreements may be declared due prior
to their expressed maturity dates and certain prepayments are required to be made thereon, all in
the events, on the terms and in the manner and amounts as provided in the Note Agreements.



The Notes are not subject to prepayment or redemption at the option of the Company prior to
their expressed maturity dates except on the terms and conditions and in the amounts and with the
premium, if any, set forth in the Note Agreements.



This Note is registered on the books of the Company and is transferable only by surrender
thereof at the principal office of the Company duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest on this Note shall be
made only to or upon the order in writing of the registered holder.



This Note and said Note Agreements are governed by and construed in accordance with the law of
New York, including all matters of construction, validity and performance.



	 	 	 	 	 
	 	Universal Forest Products, Inc.,

 	 
	 	By:  	 	 
	 	 	Its: 	 	 



 


A-1-2









 





Universal Forest Products, Inc.




6.16% Series 2002-A Senior Note, Tranche B,

Due December 18, 2012




PPN 913543 B# 0




No.




December 18, 2002







$     







Universal Forest Products, Inc., a Michigan corporation (the “Company”), for value
received, hereby promises to pay to



or registered assigns

on the 18th day of December, 2012

the principal amount of




Dollars ($                    )




and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the
principal amount from time to time remaining unpaid hereon at the rate of 6.160/0 per annum from
the date hereof until maturity, payable semiannually on the 18th day of June and December in each
year (commencing on June 18, 2003) and at maturity. The Company agrees to pay interest on overdue
principal (including any overdue optional prepayment of principal) and premium, if any, and (to the
extent legally enforceable) on any overdue installment of interest, at the Overdue Rate after the
due date, whether by acceleration or otherwise, until paid. “Overdue Rate” shall mean the lesser of
(a) the maximum interest rate permitted by law and (b) 8.16% per annum.



Both the principal hereof and interest hereon are payable at the principal office of the
Company in Grand Rapids, Michigan in coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public and private debts. If any amount of
principal, premium, if any, or interest on or in respect of this Note becomes due and payable on
any date which is not a Business Day, such amount shall be payable on the immediately succeeding
Business Day. “Business Day” means any day other than a Saturday, Sunday or other day on which
banks in either Grand Rapids, Michigan or New York, New York are required by law to close or are
customarily closed.



Exhibit A-2

(to Note Agreement)



 


 









 





This Note is one of the 6.16% Series 2002-A Senior Notes, Tranche B, due December 18, 2012 of the
Company in the aggregate principal amount of $40,000,000, which, together with the 5.63% Series
2002-A Senior Notes, Tranche A, due December 18, 2009 of the Company in the
aggregate principal amount of $15,000,000, and any Additional Notes are issued or to be issued
under and pursuant to the terms and provisions of the separate Note Agreements, each dated as of
December 18, 2002 (the “Note Agreements “), entered into by the Company with the original
Purchasers therein referred to and any Additional Purchasers of Additional Notes and the holder
hereof is entitled equally and ratably with the holders of all other Notes outstanding under the
Note Agreements to all the benefits provided for thereby or referred to therein. Reference is
hereby made to the Note Agreements for a statement of such rights and benefits.



This Note and the other Notes outstanding under the Note Agreements may be declared due prior
to their expressed maturity dates and certain prepayments are required to be made thereon, all in
the events, on the terms and in the manner and amounts as provided in the Note Agreements.



The Notes are not subject to prepayment or redemption at the option of the Company prior to
their expressed maturity dates except on the terms and conditions and in the amounts and with the
premium, if any, set forth in the Note Agreements.



This Note is registered on the books of the Company and is transferable only by surrender
thereof at the principal office of the Company duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest on this Note shall be
made only to or upon the order in writing of the registered holder.



This Note and said Note Agreements are governed by and construed in accordance with the law of
New York, including all matters of construction, validity and performance.



	 	 	 	 	 
	 	Universal Forest Products, Inc.,

 	 
	 	By:  	 	 
	 	 	Its: 	 	 



A-2-2

(to Note Agreement)




 


 









 





[Form of Subsidiary Note Guaranty]




[See Tab No. 2]




Exhibit B-1

(to Note Agreement)



 


 









 





	 	 	 
	 

	 	Intercreditor Agreement
	 
	 	 
	 

	 	Among
	 
	 	 
	 

	 	The Banks
	 
	 	 
	 

	 	And
	 
	 	 
	 

	 	The Noteholders
	 
	 	 
	Re:

	 	$40,000,000 7.15% Senior Notes
	 

	 	due May 5, 2004
	 

	 	of
	 

	 	Universal Forest Products, Inc.
	 
	 	 
	 

	 	Dated as of November 13, 1998






Exhibit B-2

(to Note Agreement)



 


 









 





Table of Contents




(Not a part of the Agreement)




	 	 	 	 	 	 	 
	Section 	 	Heading	 	Page	 
	 
	 	 	 	 	 	 
	Section 1.
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Appointment of Collateral Agent	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Decisions Relating to Administration and Exercise of Remedies in Respect of Pledges Vested in the Majority Creditors	 	 	7	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Application of Proceeds	 	 	11	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Preferential payments and Special Trust Accounts	 	 	12	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Information	 	 	13	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Sharing of Recoveries under Guaranties	 	 	13	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Agreements among the Creditors	 	 	14	 
	Section 8.1.
	 	Independent Actions by Creditors	 	 	14	 
	Section 8.2.
	 	Relation of Creditors	 	 	14	 
	Section 8.3.
	 	Acknowledgment of Guaranties	 	 	14	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Additional parties	 	 	15	 
	Section 10.1.
	 	Entire Agreement	 	 	15	 
	Section 10.2.
	 	Notices	 	 	15	 
	Section 10.3.
	 	Successors and Assigns	 	 	15	 
	Section 10.4.
	 	Consents, Amendment, Waivers	 	 	15	 
	Section 10.5.
	 	Governing Law	 	 	15	 
	Section 10.6.
	 	Counterparts	 	 	15	 
	Section 10.7.
	 	Sale of Interest	 	 	15	 
	Section 10.8.
	 	Severability	 	 	15	 
	Section 10.9.
	 	Term of Agreement	 	 	16	 
	Section 10.10.
	 	Resignation or Removal of Collateral Agent	 	 	16	 
	 
	 	 	 	 	 	 
	Signatures
	 	 	 	 	17	 





 


- i - 









 





Intercreditor Agreement




INTERCREDITOR AGREEMENT dated as of November 13, 1998 among the Creditors (as defined below)
of Universal Forest Products, Inc., a Michigan corporation (the “Company”) and of certain
Subsidiaries of the Company, and NBD Bank, as Collateral Agent (the “Collateral Agent”).



Recitals:




A. Under and pursuant to separate and several Note Purchase Agreements dated as of May 1, 1994
(the “1994 Note Purchase Agreements”), between the Company and the purchasers named on Schedule A
attached to the 1994 Note Purchase Agreements (collectively, the “1994 Noteholders”), the Company
issued and sold to the 1994 Noteholders $40,000,000 aggregate principal amount of its 7.15% Senior
Notes due May 5, 2004 (collectively, the “1994 Notes”).



B. Under and pursuant to the First Amendment dated as of November 13, 1998 to the Note
Agreements dated as of May 1, 1994 (the “First Amendment’), between the Company and the 1994
Noteholders, the Company and the 1994 Noteholders propose to amend the 1994 Note Purchase
Agreements in several respects.



C. Under and pursuant to the Bank Credit Agreement dated as of November 13, 1998 (as such
agreement may be amended, restated or otherwise modified from time to time, the “Existing Bank
Credit Agreement”) between the Company, various lenders party thereto from time to time and NBD
Bank, as Agent (collectively, the “Existing Lenders”), the Existing Lenders propose to make
available to the Company certain credit facilities in a current aggregate principal amount up to
$175,000,000 (all amounts outstanding in respect of the Existing Bank Credit Agreement, whether
constituting loans, letters of credit or other advances, being hereinafter collectively referred to
as the “Existing Loans “).



D. Under and pursuant to the Existing Bank Credit Agreement, the Company, as security for the
payment of the Existing Loans and all other obligations of the Company under the Existing Bank
Credit Agreement, covenants (i) to cause certain subsidiaries of the Company to deliver to the
Existing Lenders a guaranty (collectively, the “Existing Lender Guaranties”) and (ii) to pledge to
the Existing Lenders 65% of the shares of capital stock of certain foreign subsidiaries of the
Company pursuant to stock pledge agreements (individually a “Stock Pledge Agreement” and
collectively the “Stock Pledge Agreements “).



E. The 1994 Noteholders, in order to provide for security for the payment of the principal of,
premium, if any, and interest on the 1994 Notes and the payment and performance of all other
obligations of the Company under the 1994 Note Purchase Agreements, have required as a condition to
their entering into the First Amendment that (i) the Company cause each subsidiary of the Company
that delivers an Existing Lender Guaranty or a Successor Guaranty (as defined below) to deliver to
the 1994 Noteholders a guaranty (collectively, the “1994 Noteholder Guaranties”), (ii) the Stock
Pledge Agreements secure each of the Creditors on an equal and ratable priority basis and (iii) the Existing Lenders and the 1994 Noteholders
enter into this Agreement.


 


 









 





F. The Existing Lender Guaranties, the 1994 Noteholder Guaranties and any Successor Guaranties
(as defined below) are hereinafter collectively referred to as the “Subsidiary Guaranties”.



G. The Subsidiary Guaranties and the Stock Pledge Agreements are hereinafter collectively
referred to as the “Security”.



H. The Existing Lenders, the 1994 Noteholders and the Collateral Agent desire to enter into
this Agreement in order to provide for the sharing of payments received in respect of the Security,
all as more fully set forth below.



Now, THEREFORE, in consideration of the premises and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree a
follows:



Section 1. Definitions.



The following terms shall have the meanings assigned to them below in this §1 or in the
provisions of this Agreement referred to below:



“Bank Credit Agreement” shall mean collectively the Existing Bank Credit Agreement and any
Successor Bank Credit Agreement.



“Bankruptcy Proceeding” shall mean with respect to any Person a general assignment by such
Person for the benefit of its Creditors or the institution by or against such Person or any
proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment or composition of such Person or its debts,
under any law relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking an
appointment of a receiver, trustee, custodian or any similar official for such Person or for any
substantial part of its property.




“Company” shall have the meaning assigned thereto in the Recitals hereof.



“Creditor” shall individually mean any Lender or Noteholder and “Creditors” shall mean all of
the Lenders and the Noteholders.



“Directing Creditors” shall mean, with respect to any particular instruction given to the
Collateral Agent, each Creditor that has given such instructions to the Collateral Agent.



“Enforcement” shall mean the taking of any action under the Stock Pledge Agreements,
including, but not limited to, the sale or other disposition of the Pledged Stock.


 


- 2 -









 





“Excess Subsidiary Payment” shall mean as to any Creditor an amount equal to the Subsidiary
Payment received by such Creditor less the Pro Rata Share of Subsidiary Payments to which such
Creditor is then entitled.



“Existing Bank Credit Agreement” shall have the meaning assigned thereto 1n the Recitals
hereof.




“Existing Lenders” shall have the meaning assigned thereto in the Recitals hereof.




“Existing Loans” shall have the meaning assigned thereto in the Recitals hereof.



“Event of Default” shall mean an “Event of Default” or “Default” as defined in any Financing
Agreement.



“Financing Agreements” shall mean the Bank Credit Agreement, the Notes, the Note Purchase
Agreements, each other security document securing the Subject Obligations, and any other
instruments, documents or agreements entered into in connection with any Subject Obligation or
Financing Agreement.




“First Amendment” shall have the meaning assigned thereto in the Recitals hereof.



“Grantors” shall mean the Company and other Person who grants any collateral to the Collateral
Agent under the Stock Pledge Agreements or any other security document securing the Subject
Obligations.




“Lender” and “Lenders” shall mean collectively the Existing Lenders and any Successor Lenders.




“Existing Lender Guaranties” shall have the meanings assigned thereto in the Recitals hereof.



“Loans” shall mean collectively the Existing Loans and any loans and letters of credit or
other advances outstanding under any Successor Bank Credit Agreement.



“Majority Creditors” shall mean (a) the Required Lenders, (b) the Required 1994 Noteholders,
and (c) the Required Successor Noteholders, each voting as a class, provided that if at any time
the aggregate outstanding principal amount of the Loans or the aggregate outstanding principal
amount of the Notes represents less than 10% of the sum of the aggregate outstanding principal
amount of the Indebtedness evidence by the Loans and the Notes, then “Majority Creditors” shall
mean Creditors, considered as a single class, holding more than 51 % of the sum of (i) the
outstanding principal amount of the Notes, plus (ii) the outstanding principal amount of the Loans.



“1994 Noteholder Guaranties” shall have the meaning assigned thereto in the Recitals hereof.


 


- 3 -









 





“1994 Note Purchase Agreements” shall have the meaning assigned thereto in the Recitals
hereof.




“1994 Noteholders” shall have the meaning assigned thereto in the Recitals hereof.




“1994 Notes” shall have the meaning assigned thereto in the Recitals hereof.



“Non-Directing Creditors” shall mean, with respect to any particular instruction given to the
Collateral Agent, each Creditor that has not given or agreed with such instruction given to the
Collateral Agent.



“Note Purchase Agreements” shall mean collectively the 1994 Note Purchase Agreements and any
Successor Note Purchase Agreements.



“Noteholder” and “Noteholders” shall mean, individually, a 1994 Noteholder or any Successor
Noteholder, and, collectively, the 1994 Noteholders and any Successor Noteholders.



“Notes” shall mean collectively the 1994 Notes and any notes issued under a Successor Note
Purchase Agreement.




“Notice of Special Default” shall have the meaning assigned thereto in §5(a).



“Party” shall mean individually any Lender, Noteholder or the Collateral Agent and “Parties”
shall mean all of the Lenders, the Noteholders and the Collateral Agent.



“Person” shall mean an individual, a corporation, a limited liability company, an association,
a partnership, a trust or estate, a joint stock company, an unincorporated organization, a joint
venture, a trade or business (whether or not incorporated), a government (foreign or domestic) and
any agency or political subdivision thereof, or any other entity.




“Pledged Stock” shall mean any shares of stock pledged under the Stock Pledge Agreements.



“Preferential Payment” shall mean any payments from the Company or any other source with
respect to the Subject Obligations arising as a result of the exercise of any set-off and which
are:




(i) received by a Creditor within 45 days prior to the commencement of a Bankruptcy
Proceeding with respect to the Company, or the acceleration of the Notes or the Loans, and
which payment reduces the amount of the Subject Obligations owed to such Creditor below the
amount owed to such Creditor as of the 90th day prior to such occurrence, or


 


- 4 -









 






(ii) received by a Creditor (A) within 45 days prior to the occurrence of any Event of
Default (other than an Event of Default arising as a result of the commencement of a
Bankruptcy Proceeding or the acceleration of the Notes or the Loans) which has not
been waived or cured within 45 days after the occurrence thereof and which payment reduces
the amount of the Subject Obligations owed to such Creditor below the amount owed to such
Creditor as of the 90th day prior to the occurrence of such Event of Default or (b) within
45 days after the occurrence of such Event of Default, or




(iii) received by a Creditor after the occurrence of a Special Event of Default except
as provided in §5(b).



“Proceeds” shall mean (a) any and all proceeds of any collection, sale or other disposition of
the Pledged Stock, (b) any and all amounts from time to time paid or payable under in connection
with any of the Pledged Stock and (c) amounts collected by the Collateral Agent or any Lender by
way of set-off, deduction or counterclaim.



“Pro Rata Share of Subsidiary Payments” shall mean as of the date of any Subsidiary Payment to
a Creditor in respect to a Subsidiary Guaranty an amount equal to the product obtained by
multiplying (a) the amount of all Subsidiary Payments made by any Subsidiary Guarantor to all
Creditors less all reasonable costs incurred by such Creditors in connection with the collection of
such Subsidiary Payments by (b) a fraction, the numerator of which shall be the Specified Amount
owing to such Creditor, and the denominator of which is the aggregate amount of all outstanding
Subject Obligations (without giving effect in the denominator to the application of any such
Subsidiary Payments).




“Receiving Creditor” shall have the meaning assigned thereto in §7.



“Required Lenders” shall mean those Lenders having aggregate percentages of the Loan
commitments under the Bank Credit Agreement entitling such Lenders to act or refrain from acting
under the Bank Credit Agreement.



“Required 1994 Noteholders” shall mean those 1994 Noteholders having or representing the
amount of 1994 Noteholders entitling such Noteholders to act or refrain from acting under the 1994
Note Purchase Agreements.



“Required Noteholders” shall mean collectively the Required 1994 Noteholders and the Required
Successor Noteholders.



“Required Successor Noteholders” shall mean those Successor Noteholders having or representing
the amount of notes under any Successor Note Purchase Agreement entitling such Successor
Noteholders to act or refrain from acting under such Successor Note Purchase Agreement.




“Security” shall have the meaning assigned thereto in the Recitals hereof.



“Special Event of Default” shall mean (i) the commencement of a Bankruptcy Proceeding with
respect to the Company or (ii) the acceleration or final maturity (if the relevant Subject
Obligations are not paid in full upon such maturity) of the Notes or the Loans.


 


- 5 -









 





“Special Trust Account” shall mean that certain interest-bearing trust account maintained by or on
behalf of the Collateral Agent for the purpose of receiving and holding Preferential Payments.



“Specified Amount” shall mean as to any Creditor the aggregate amount of the Subject Obligations
owed to such Creditor.



“Stock Pledge Agreement” and “Stock Pledge Agreements” shall have the respective meanings assigned
thereto in the Recitals hereof.



“Subject Obligations” shall mean all principal of, premium, if any, and interest on, the Notes and
the Loans, the reimbursement obligations under all letters of credit issued pursuant to the Bank
Credit Agreement (including, without limitation, any obligation to provide cash collateral for any
outstanding letters of credit), all obligations pursuant to any Rate Hedging Agreement (as defined
in the Existing Bank Credit Agreement) to which the Company and any Existing Lenders or Successor
Lenders are parties, and all other obligations of the Conlpany under or in respect of the Notes and
the Loans and under the Note Purchase Agreements or the Bank Credit Agreement or the documents or
instruments executed in connection therewith.



“Subsidiary Guarantor” shall mean a subsidiary of the Company that delivers a Subsidiary Guaranty.



“Subsidiary Guaranty” and “Subsidiary Guaranties” shall have the meanings assigned thereto in the
Recitals hereof.



“Subsidiary Payment” shall have the meaning assigned thereto in §7.



“Successor Bank Credit Agreement” shall mean any replacement, refinancing or restructuring of the
Existing Bank Credit Agreement and any additional credit agreement entered into by the Company with
any Successor Lenders pursuant to which any such Successor Lenders make Loans to the Company and
which Loans are guaranteed ratably with the existing Subject Obligations; provided that each
Successor Lender or an agent acting on behalf of all such Successor Lenders thereunder has executed
an acknowledgment to this Agreement in the form attached hereto as Exhibit A-I.



“Successor Guaranty” shall mean a guaranty delivered by a subsidiary of the Company to a Successor
Lender or Successor Noteholder.



“Successor Lender” shall mean a lender party to a Successor Bank Credit Agreement.



“Successor Note Agreement” shall mean any replacement, refinancing or restructuring of the 1994
Note Agreements and any additional senior note agreement entered into by the Company with
institutional investors pursuant to which the Company issues and sells to such institutional
investors senior notes to be pari passu with the existing Subject Obligations and guaranteed
ratably with the existing Subject Obligations; provided that each Successor
Noteholder thereunder or an agent acting on behalf of all such Successor Noteholders has executed
an acknowledgment to this Agreement in the form attached hereto as Exhibit A-2.



“Successor Noteholders” shall mean an institutional investor party to a Successor Note
Agreement.


 


- 6 -









 





Section 2.
Appointment of Collateral Agent.




Each of the Creditors hereby irrevocably (subject to §10.10) appoints, designates and
authorizes the Collateral Agent to take such action on its behalf under the provisions of this
Agreement and the Stock Pledge Agreements and to exercise such powers and perfornl such duties as
are expressly delegated to it by the terms of this Agreement or the Stock Pledge Agreements,
together with such powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or the Stock Pledge Agreements, the Collateral
Agent shall not have any duties or responsibilities except those expressly set forth herein, nor
shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Creditor,
and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or the Stock Pledge Agreements or otherwise exist against the Collateral
Agent.




			
	Section 3.	 	Decisions Relating to Administration and Exercise of Remedies in Respect of Stock Pledge Agreements Vested in the Majority Creditors.






(a) Except as set forth in §3(f), the Collateral Agent agrees that it will not release Pledged
Stock or commence Enforcement without the direction of the Majority Creditors. The Collateral Agent
agrees to administer the Stock Pledge Agreements and the Pledged Stock and to make such demands
and give such notices under the Stock Pledge Agreements as the Majority Creditors may request, and
to take such action to enforce the Stock Pledge Agreements following the occurrence of a Special
Event of Default and to realize upon, collect and dispose of the Pledged Stock or any portion
thereof as may be directed by the Majority Creditors.



(b) Upon the occurrence and during the continuance of any Special Event of Default, the
Collateral Agent shall commence Enforcement if requested by the Required Lenders, the Required 1994
Noteholders or the Required Successor Noteholders as directed by the Majority Creditors, provided
that after the occurrence of any Special Event of Default and the request by the Required Lenders,
the Required Noteholders or the Required Successor Noteholders, the Majority Creditors shall direct
Enforcement in a commercially reasonable manner. The Agent and the Noteholders shall give the
Collateral Agent prompt notice of any Special Event of Default of which it has actual knowledge,
and the Collateral Agent shall reasonably promptly deliver notice thereof to the Creditors. Failure
to do so, however, does not constitute a waiver of any such Special Event of Default by the
Creditors or the Collateral Agent (provided that the Collateral Agent shall have no other
obligation to inform any Creditor of any other Default or Event of Default). The Agent and each
Noteholder agrees that it shall give the Collateral Agent prompt notice of any Special Event of
Default of which it has actual knowledge, and the Collateral Agent shall reasonably promptly




 


- 7 -









 






deliver
notice thereof to the Creditors. Failure to do so, however, does not constitute a waiver of any such Special Event of Default by the Creditors or
the Collateral Agent (provided that the Collateral Agent shall have no other obligation to inform
any Creditor of any other Default or Event of Default). Each Party agrees that the Collateral Agent
shall act as the Majority Creditors may request (regardless of whether any individual Creditor
agrees, disagrees or abstains with respect to such request, provided that the Majority Creditors
shall direct Enforcement in a commercially reasonable manner and that the Collateral Agent shall
have no liability for acting in accordance with such request and that no Directing Creditor or
Non-Directing Creditor shall have any liability to any Non-Directing Creditor or Directing
Creditor, respectively, for any such request. The Collateral Agent shall give prompt notice to the
Non-Directing Parties of action taken pursuant to the instructions of the Majority Creditors to
enforce the Stock Pledge Agreements; provided, however, that the failure to give any such notice
shall not impair the right of the Collateral Agent to take any such action or the validity or
enforceability under this Agreement of the action so taken. Notwithstanding anything herein to the
contrary, the Majority Creditors shall agree to release the Pledged Stock from the security
interests granted for the benefit of any Non-Directing Creditor only if the Collateral Agent is
concurrently releasing the security interest granted with respect to such Pledged Stock for all
Creditors having a security interest in such Pledged Stock.



(c) Each Party agrees that the only right of a Non-Directing Creditor under the Stock Pledge
Agreements is for Subject Obligations held by such Non-Directing Creditor to be secured by the
Pledged Stock for the period and to the extent provided therein and in this Agreement and to
receive a share of the Proceeds, if any, to the extent and at the tinle provided in the Stock
Pledge Agreements and in this Agreement.



(d) The Collateral Agent may at any time request directions from the Majority Creditors as to
any course of action or other matter relating hereto or relating to the Stock Pledge Agreements.
Except as otherwise provided in this Agreement or the Stock Pledge Agreements, directions given by
the Majority Creditors to the Collateral Agent hereunder shall be binding on all Creditors,
including all Non-Directing Creditors, for all purposes.



(e) Nothing contained in this Agreement shall affect the rights of any Creditor to give the
Company or any other Grantor notice of any default, accelerate or make demand for payment of their
respective Subject Obligations or collect payment thereof other than through a realization on or in
respect of the Pledged Stock or any part or portion thereof, nor shall anything contained in this
Agreement be deemed or construed to affect the rights of any Creditor to administer, modify, waive
or amend any term or provision of any Financing Agreement to which it is a party, other than this
Agreement and the Stock Pledge Agreements. If the Majority Creditors instruct the Collateral Agent
to take any action, commence any proceedings or otherwise proceed against the Pledged Stock or
enforce the Stock Pledge Agreements, and such action or proceedings are or may be defective without
the joinder of other Creditors as parties, then all other Creditors shall join in such actions or
proceedings. Each Creditor agrees not to take any action to enforce any term or provision of the
Stock Pledge Agreements or to enforce any of its rights in respect of the Pledged Stock except
through the Collateral Agent in accordance with this Agreement.


 


- 8 -









 





(f) Unless an Event of Default has occurred and is continuing, the Collateral Agent may,
without the approval of the Majority Creditors as required herein, release any Pledged Stock under
the Stock Pledge Agreements which is permitted to be so released pursuant to the Bank Credit
Agreement and the Note Purchase Agreements and execute and deliver such releases as may be
necessary to terminate of record the Creditors’ security interest in such Pledged Stock. In
determining whether any such release is permitted, the Collateral Agent may rely upon instructions
from the Majority Creditors.



(g) NBD Bank, in its capacity as a Creditor hereunder, shall have the same rights and powers
hereunder as any other Creditor and may exercise or refrain from exercising the same as though it
were not the Collateral Agent. NBD Bank and its affiliates may (without having to account therefor
to any Creditor) accept deposits from, lend money to, and generally engage in any kind of (banking,
trust, financial advisory or other) business with the Company or any Subsidiary or Affiliate
thereof as if it were not acting as Collateral Agent hereunder, and may accept fees and other
consideration therefor without having to account for the same to the Creditors.



(h) The Collateral Agent shall have no duties or responsibilities except those expressly set
forth in this Agreement and the Stock Pledge Agreements, and shall not, by reason of this
Agreement, have a fiduciary relationship with any Creditor, and no implied covenants,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise
exist against the Collateral Agent. Neither the Collateral Agent nor any of its directors,
officers, agents or employees shall be required to exercise any discretion or take any action, but
shall in all cases be fully protected in acting, or in refraining from acting, pursuant to the
written consent or request of the Majority Creditors; provided, however, that the Collateral Agent
need not take any action which in its judgment may expose it to personal liability (unless the
Collateral Agent is fully indemnified to its satisfaction, as determined in the sole discretion of
the Collateral Agent) or which is contrary to this Agreement, the Stock Pledge Agreements or
applicable law; and provided, further, that any such consent or request described in this sentence
to any action or omission pursuant hereto or thereto shall be binding upon all of the Creditors.
Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be
liable to the Creditors for any action taken or not taken by it or them in connection herewith the
consent or at the request of the Majority Creditors or in the absence of its or their own gross
negligence or willful misconduct. Neither the Collateral Agent, nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify
(a) any statement, warranty or representation made in connection with this Agreement or any
borrowing by the Company or any of the Guarantors, (b) the performance or observance of any
covenants or agreements of the Company or any of the Guarantors, or the satisfaction of any
condition for a borrowing by the Company or any of the Guarantors or (c) the validity,
effectiveness, legal enforceability, value or genuineness of this Agreement, any of the Stock
Pledge Agreements or any other instrument or writing furnished in connection herewith or the
perfection of any lien or security interest under any Stock Pledge Agreement or otherwise with
respect to any assets of the Company or any of the Guarantors.


 


- 9 -









 





(i) The Collateral Agent shall be entitled to rely upon any certificate, notice or other
document (including any cable, telegram, telex or facsimile transmission or any oral
communication that is to be confirmed in writing) believed by the Collateral Agent to be genuine
and correct and to have been signed or sent or made by or on behalf of a proper person. The
Collateral Agent may rely conclusively upon certifications from the Creditors as to the amount of
Subject Obligations at any time owing to each of them. The Collateral Agent may employ agents
(including without limitation collateral agents) for any purpose and may consult with legal
counsel (who may be counsel for the Company), independent public accountants and. other experts
selected by the Collateral Agent and shall not be liable to the Creditors, except as to money or
property received by it or its authorized agents, for the negligence or misconduct of any such
agent selected by it with reasonable care or for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or experts.



(j) Each Creditor acknowledges and agrees that it has, independently and without reliance on
the Collateral Agent or any other Creditor, and based on such documents and information as it has
deemed appropriate, made its own analysis of the Company, the Guarantors, the Pledged Stock, the
Stock Pledge Agreements and the perfection of liens and security interests in connection therewith,
and that it will, independently and without reliance upon the Collateral Agent or any other
Creditor, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decision in taking or not taking action under this Agreement.
The Collateral Agent shall not be required to keep itself informed as to the performance or
observance by the Company or any Guarantor of this Agreement, the Stock Pledge Agreements or any
other documents referred to or provided for herein or to inspect the properties or books of the
Company or any Guarantor. The Collateral Agent shall have no duty or responsibility to provide any
Creditor with any information concerning the affairs, financial condition or business of the
Company or any of its Subsidiaries which may come into the possession of the Collateral Agent, but
agrees to send any such information to any Creditor upon the written request of such Creditor,
unless the Collateral Agent is prohibited by law from doing so.



(l) The Creditors agree to indemnify the Collateral Agent (to the extent not reimbursed by the
Company, but without limiting any obligation of the Company to make such reimbursement), ratably
according to the respective principal amounts of the Subject Obligations then owing to each of
them, from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Collateral Agent in any way relating to or arising
out of this Agreement or the transactions contemplated hereby or any action taken or omitted by the
Collateral Agent in its capacity as Collateral Agent in any way relating to or arising out of this
Agreement or any of the Stock Pledge Agreements, provided that no Creditor shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Collateral Agent’s gross negligence or willful
misconduct. Each Creditor agrees to reimburse the Collateral Agent promptly upon demand for its
ratable share of any liabilities (including reasonable counsel fees) incurred by the Collateral
Agent in connection with the preservation of any rights of the Collateral Agent or the Creditors
under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this
Agreement or any of the Stock Pledge Agreements to the extent that the Collateral Agent is not
reimbursed for such expenses by the
Company, and the Collateral Agent shall subsequently reimburse such Creditor to the extent it is
subsequently reimbursed by the Company or any Guarantor.


 


- 10 -









 





Section 4.  Application of Proceeds. 




(a) Any and all Proceeds received by the Collateral Agent in connection with an Enforcement
and any Preferential Payments required to be paid to all Creditors in accordance with the
provisions of §5, shall be applied promptly by the Collateral Agent, as follows:




FIRST: To the payment of the reasonable costs and expenses of such Enforcement,
including, without duplication, fees and expenses of counsel to the Collateral Agent
evidenced by reasonable and customary computer back-up detail, and all reasonable
out-of-pocket expenses, liabilities and advances made or incurred by the Collateral Agent in
connection therewith;




SECOND: To the ratable payment of the Subject Obligations to the Creditors, calculated
in accordance with the provisions of §4(b) hereof; and




THIRD: After payment in full of all Subject Obligations, to the payment to or upon the
order of Grantors, or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct, of any surplus then remaining from such
Proceeds.



Until such Proceeds are so applied, the Collateral Agent shall hold such Proceeds in its custody in
accordance with its regular procedures for handling deposited funds.



(b) Any Proceeds received by the Collateral Agent in respect of the Pledged Stock (net of any
amounts applied in accordance with §4(a) FIRST shall be applied in accordance with the priority set
forth in §4(a) and SECOND so that each Creditor shall receive payment of its proportionate amount
of all such Proceeds. Payment shall be based upon the proportion which the amount of such Subject
Obligations of such Creditor bears to the total amount of all Subject Obligations of all such
Creditors.



(c) Payments of Proceeds by the Collateral Agent in respect of (i) the Loans shall be made to
the Lenders in accordance with the Credit Agreement; and (ii) the Notes shall be made as directed
in writing by the Noteholder to whom paid.



(d) For the purposes of payments and distributions hereunder, the full amount of Subject
Obligations on account of any letter of credit shall be deemed to be then due and owing, and the
face amount of any letters of credit then outstanding but not drawn upon and all unreimbursed
obligations due on any letter of credit that have been drawn upon shall be considered principal
owing pursuant to Subject Obligations relating to letters of credit and the amount outstanding
under the letters of credit for purposes of determining pro rata sharing or otherwise. Amounts
distributable hereunder to Lenders on account of such Subject Obligations under letters of credit
shall be deposited in a separate collateral account in the name of and under the control of the
Collateral Agent and held by the Collateral Agent first as security for such
letter of credit Subject Obligations and then as security for all other Subject Obligations and the
amount so deposited shall be applied to the letter of credit Subject Obligations at such times and
to the extent that such letter of credit Subject Obligations become absolute liabilities and if and
to the extent that the letter of credit Subject Obligations fail to become absolute Subject
Obligations because of the expiration or termination of the underlying letters of credit without
being drawn upon then such amounts shall be applied to the remaining Subject Obligations in the
order provided herein.


 


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(e) The Creditors further agree among themselves that if any payment described in this §4
shall be rescinded or must otherwise be restored, each Creditor which shall have shared the benefit
of such payment shall, by repurchase of Subject Obligations theretofore sold, or otherwise, return
its share of that benefit to each Creditor whose payment shall have been rescinded or otherwise
restored.



Section 5.  Preferential Payments and Special Trust Account; 




(a) The Collateral Agent shall give each Creditor a written notice (a “Notice of Special
Default”) promptly after being notified in writing by a Creditor that a Special Event of Default
has occurred. After the receipt of such Notice of Special Default, all Preferential Payments other
than those payments received pursuant to §5(b) shall be deposited into the Special Trust Account.
Each Creditor agrees that no Event of Default shall occur as a result of paynlents so made on a
timely basis to the Collateral Agent.



(b) If (i) such Special Event of Default is waived by the Required Lenders or the Required
Noteholders, or both, as the case may be, and if no other Event of Default has occurred and is
continuing, (ii) such Special Event of Default is cured by the Company or by any amendment of the
Bank Credit Agreement or the Note Purchase Agreements, as the case may be, and if no other Event of
Default has occurred and is continuing or (iii) the Subject Obligations have not been accelerated
and the Majority Creditors have not instructed the Collateral Agent to seek the appointment of a
receiver, commence litigation against the Company, liquidate the Pledged Stock, commence a
Bankruptcy Proceeding against the Company or exercise other remedies of similar character prior to
the 90th day following such Special Event of Default, the Collateral Agent thereupon shall return
all amounts, together with their pro rata share of interest earned thereon, held in the Special
Trust Account representing payment of any Subject Obligations to the Creditor initially entitled
thereto, and no payments thereafter received by a Creditor shall constitute a Preferential Payment
by reason of such cured or waived Special Event of Default. No payment returned to a Creditor for
which such Creditor has been obligated to make a deposit into the Special Trust Account shall
thereafter ever be characterized as a Preferential Payment. If the Special Event of Default is an
Event of Default under the terms of the Bank Credit Agreement and the Note Agreements, the
Collateral Agent shall not return any payments to the Creditors pursuant to (i) above unless the
Required Lenders and the Required Noteholders have each waived such Special Event of Default.



(c) Each Creditor agrees that upon the occurrence of a Special Event of Default it shall (i)
promptly notify the Collateral Agent of the receipt of any Preferential Payments, (ii) hold such
amounts in trust for the Creditors and act as agent of the Creditors during the time any such
amounts are held by it, and (iii) deliver to the Collateral Agent such amounts for deposit into the
Special Trust Account.


 


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(d) If (i) an Event of Default has occurred and has not been waived or cured within 90 days
after the occurrence thereof, (ii) the Subject Obligations have been accelerated or (iii) the
Majority Creditors have instructed the Collateral Agent to seek the appointment of a receiver,
commence litigation against the Company, liquidate the Pledged Stock, commence a Bankruptcy
Proceeding against the Company, or exercise other remedies of similar character, then all funds,
together with interest earned thereon, held in the Special Trust Account and all subsequent
Preferential Payments shall be applied in accordance with the provisions of §4(a) above. Any Lender
or any Noteholder which is aware of the same, shall give the Collateral Agent written notice of any
Event of Default which has occurred and which has not been waived or cured within 90 days after the
occurrence thereof, provided that failure to give any such notice shall not modify, amend or
otherwise prejudice or affect the rights of any Lender or Noteholder hereunder.



Section 6.  Information. 





If the Collateral Agent proceeds to Enforcement, the Parties hereto agree as follows:




(a) the Agent shall (i) promptly from time to time, upon the written request of the
Collateral Agent, notify the Collateral Agent of the outstanding Subject Obligations owed to
the Lenders and the Agent as at such date as the Collateral Agent may specify; and (ii)
promptly from time to time thereafter notify the Collateral Agent of any payment received by
the Lenders to be applied to satisfy such Subject Obligations. The Lenders shall certify as
to such amounts and the Collateral Agent shall be entitled to rely conclusively upon such
certification.




(b) Each Noteholder shall (i) promptly from time to time, upon the written request of
the Collateral Agent, notify the Collateral Agent of the outstanding Subject Obligations
owed to such Noteholder as at such date as the Collateral Agent may specify; and (ii)
promptly from time to time thereafter, notify the Collateral Agent of any payment received
thereafter by such Noteholder to be applied to such Subject Obligations. Each Noteholder
shall certify as to such amounts and the Collateral Agent shall be entitled to rely
conclusively upon such certification.



Section 7.  Sharing of Recoveries under Guaranties.




Each Creditor hereby agrees with each other Creditor that payments (including payments made
through set-off of deposit balances or otherwise or payments or recoveries from any security
interest granted to any Creditor) made pursuant to the terms of any Subsidiary Guaranty (a
“Subsidiary Payment”), shall be shared so that each Creditor shall receive its Pro Rata Share of
Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event any Creditor shall
receive a Subsidiary Payment (a “Receiving Creditor”), and any other Creditor shall not
concurrently receive its Pro Rata Share of such Subsidiary Payment, then the Receiving Creditor
shall promptly remit the Excess Subsidiary Payment to each other Creditor who shall then be
entitled thereto so that after giving effect to such payment (and any other payments then being
made by any other Receiving Creditor pursuant to this §7) each Creditor shall have received its Pro
Rata Share of Subsidiary Payment.


 


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Any such payments shall be deemed to be and shall be made in consideration of the purchase for
cash at face value, but without recourse, ratably from the other Creditors such amount of Notes or
Loans (or interest therein), as the case may be, to the extent necessary to cause such Receiving
Creditor to share such Excess Subsidiary Payment with the other Creditors as hereinabove provided;
provided, however, that if any such purchase or payment is made by any Receiving Creditor and if
such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor
by the Subsidiary Guarantor that made such Subsidiary Payment (including, without limitation, by
any trustee in bankruptcy of such Subsidiary Guarantor or any creditor thereof), the related
purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to
the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided
further nothing herein contained shall obligate any Creditor to resort to any setoff, application
of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any
recourse by resort to any property of the Company or any Subsidiary Guarantor, the taking of any
such action to remain within the absolute discretion of such Creditor without obligation of any
kind to the other Creditors to take any such action.



Section 8.  Agreements Among The Creditors.




Section 8.1. Independent Actions by Creditors. Nothing contained in this Agreement shall
prohibit any Creditor from accelerating the maturity of, or demanding payment from any Subsidiary
Guarantor on, any Subject Obligation of the Company to such Creditor or from instituting legal
action against the Company or any Subsidiary Guarantor to obtain a judgment or other legal process
in respect of such Subject Obligation, but any funds received from any Subsidiary Guarantor in
connection with any recovery therefrom shall be subject to the terms of this Agreement.



Section 8.2. Relation of Creditors. This Agreement is entered into solely for the purposes
set forth herein, and no Creditor assumes any responsibility to any other party hereto to advise
such other party of information known to such other party regarding the financial condition of the
Company or any Subsidiary Guarantor or of any other circumstances bearing upon the risk of
nonpayment of the Subject Obligations. Each Creditor specifically acknowledges and agrees that
nothing contained in this Agreement is or is intended to be for the benefit of the Company or any
Subsidiary Guarantor and nothing contained herein shall limit or in any way modify any of the
obligations of the Company or any Subsidiary Guarantor to the Creditors.



Section 8.3. Acknowledgment of Guaranties. The Lenders hereby expressly acknowledge the
existence of the Noteholder Guaranties and the Noteholders hereby expressly acknowledge the
existence of the Lender Guaranties.


 


- 14 -









 





Section 9.  Additional Parties.




Successor Lenders and Successor Noteholders may join this Agreement, provided that each Successor
Lender or Successor Noteholder shall sign an acknowledgment in the form of Exhibit A-lor Exhibit
A-2, respectively, attached to this Agreement, by which each such Successor Lender or each such
Successor Noteholder, as the case may be, agrees to be bound by the terms of this Agreement, and
each such Successor Lender or Successor Noteholder shall deliver a copy of the signed
acknowledgment to the Noteholders and the Lenders.



Section 10.  Miscellaneous.




Section 10.1. Entire Agreement. This Agreement represents the entire Agreement among the
Creditors and, except as otherwise provided, this Agreement may not be altered, amended or modified
except in a writing executed by all the parties to this Agreement.



Section 10.2. Notices. Notices hereunder shall be given to the Creditors at their addresses as
set forth in the Note Purchase Agreements or the Bank Credit Agreement, as the case may be, or at
such other address as may be designated by each in a written notice to the other parties hereto.



Section 10.3. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each of the Creditors and their respective successors and assigns, whether so expressed
or not, and, in particular, shall inure to the benefit of and be enforceable by any future holder
or holders of any Subject Obligations, and the term “Creditor” shall include any such subsequent
holder of Subject Obligations, wherever the context permits, and any assignment by any Creditor
shall be specifically subject to such assignee agreeing to be bound by the terms of this Agreement.



Section 10.4. Consents, Amendment, Waivers. All amendments, waivers or consents of any
provision of this Agreement shall be effective only if the same shall be in writing and signed by
all of the Creditors.



Section 10.5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.



Section 10.6. Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one Agreement, and any of the parties hereto may execute
this Agreement by signing any such counterpart.



Section 10.7. Sale of Interest. No Creditor will sell, transfer or otherwise dispose of any
interest in the Subject Obligations unless such purchaser or transferee shall agree, in writing, to
be bound by the terms of this Agreement.



Section 10.8. Severability. In case anyone or more of the provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.


 


- 15 -









 





Section 10.9. Term of Agreement. This Agreement shall terminate when all Subject Obligations
are paid in full and such payments are not subject to any possibility of revocation or rescission
or until all of the parties hereto mutually agree in a writing to terminate this Agreement.



Section 10.10. Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at
any time by giving at least 60 days’ notice thereof to the Creditors (such resignation to take
effect upon the acceptance by a successor Collateral Agent of any appointment as the Collateral
Agent hereunder) and the Collateral Agent may be removed as the Collateral Agent at any time by
either (i) the Required Lenders or (ii) the Required Noteholders. In the event of any such
resignation or removal of the Collateral Agent, the Majority Creditors shall thereupon have the
right to appoint a successor Collateral Agent which is not a Creditor. If no successor Collateral
Agent shall have been so appointed by the Majority Creditors and shall have accepted such
appointment within 60 days after the notice of the intent of the Collateral Agent to resign or the
removal of the Collateral Agent, then the retiring Collateral Agent may, on behalf of the other
Parties, appoint a successor Collateral Agent which is not a Creditor. Any successor Collateral
Agent appointed pursuant to this clause shall be a commercial bank or other financial institution
organized under the laws of the United States of America or any state thereof having (1) a combined
capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured
indebtedness of “A” or better by Moody’s Investors Service, Inc. or “A” or better by Standard &
Poor’s Corporation. Notwithstanding the foregoing, in the event (y) the Collateral Agent shall have
received a court order requiring that it resign as Collateral Agent or (z) the Collateral Agent shall have received a written opinion of independent outside counsel
reasonably acceptable to the Majority Creditors that the performance by the Collateral Agent of its
duties as Collateral Agent constitutes a conflict of interest, then in either such event, the
Collateral Agent shall give written notice of such event to the Creditors and the Collateral Agent
may resign on the earlier of the 120th day following such notice or the date on which a successor
Collateral Agent has accepted appointment hereunder. With regard to any such conflict of interest
or perceived conflict of interest, the Parties agree to act in a commercially reasonable manner in
addressing any such conflict of interest.



(b) Upon the acceptance by a successor Collateral Agent of any appointment as the Collateral
Agent hereunder, such successor Collateral Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed Collateral Agent. The
retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder
upon the appointment of the successor Collateral Agent. After any retiring or removed Collateral
Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this §10.10
shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by
it while it was acting as the Collateral Agent.



[Intentionally Blank]




 


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the
date first above written.



	 	 	 	 	 
	 	NBD Bank, as Agent and on behalf of the Lenders

 	 
	 	By:  	 	 
	 	 	Its: 	 	 




 


- 17 -











 





Form of Acknowledgment to

Intercreditor Agreement for Successor Lenders

under a Successor Bank Credit Agreement




Reference is hereby made to the Intercreditor Agreement dated as of November 13, 1998 (the
“Agreement”), among the Creditors (as defined therein) of Universal Forest Products, Inc., a
Michigan corporation (the “Company”) and NBD Bank, as Collateral Agent. Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Agreement.



The undersigned has entered into a Credit Agreement dated as of                      with the
Company and desires to become a Successor Lender. The undersigned acknowledges the terms of the
Agreement and agrees to be bound thereby.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as a Successor Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 

	 	 
	 

	 	 	 	Date:	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 





Exhibit A-1

(to Intercreditor Agreement)



 


 









 








Form of Acknowledgment to

Intercreditor Agreement for Successor Noteholders

under a Successor Note Agreement




Reference is hereby made to the Intercreditor Agreement dated as of November 13, 1998 (the
“Agreement”), among the Creditors (as defined therein) of Universal Forest Products, Inc., a
Michigan corporation (the “Company”) and NBD Bank, as Collateral Agent. Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in the Agreement.



The undersigned has entered into a Note Agreement dated as of                      with the Company
and desires to become a Successor Noteholder. The undersigned acknowledges the terms of the
Agreement and agrees to be bound thereby.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	as a Successor Noteholder	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 	 
	 

	 	 	 	Date:	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Notice Address:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 





Exhibit A-2

(to Intercreditor Agreement)



 


 









 





Representations and Warranties




The Company represents and warrants to you as follows:




1. Subsidiaries. Schedule II attached to the Agreements correctly states the name of each of
the Company’s Subsidiaries, its jurisdiction of incorporation, the percentage of its Voting Stock
owned by the Company and/or its Subsidiaries and whether each such Subsidiary is a Restricted
Subsidiary or an Unrestricted Subsidiary. The Company and each Restricted Subsidiary has good and
marketable title to all of the shares it purports to own of the stock of each Restricted
Subsidiary, free and clear in each case of any Lien. All such shares have been duly issued and are
fully paid and non-assessable.



2. Corporate Organization and Authority. The Company, and each Restricted Subsidiary,




(a) is a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation;




(b) has all requisite power and authority and all licenses and permits to own and
operate its properties and to carryon its business as now conducted and as presently
proposed to be conducted, except for any license or permit the failure of which to have
would not materially and adversely affect the properties, business, prospects, profits or
condition (financial or otherwise) of the Company or of the Company and its Restricted
Subsidiaries, taken as a whole; and




(c) is duly licensed or qualified and is in good standing as a foreign corporation in
each jurisdiction wherein the nature of the business transacted by it or the nature of the
property owned or leased by it makes such licensing or qualification necessary.



3. Business and Property. You have heretofore been furnished with a copy of the Offering
Materials (as defined in the Agreements and herein referred to as the “Offering Materials”)
delivered to you by Banc One Capital Markets, Inc. which generally sets forth the business
conducted and proposed to be conducted by the Company and its Subsidiaries and the principal
properties of the Company and its Subsidiaries.



4. Financial Statements. (a) The consolidated balance sheets of the Company and its
consolidated Subsidiaries as of December 27, 1997, December 26, 1998, December 25, 1999, December
30, 2000 and December 29, 2001 and the statements of earnings, shareholders’ equity and cash flows
for the fiscal years ended on said dates, each accompanied by a report thereon containing an
opinion unqualified as to scope limitations imposed by the Company and otherwise without
qualification except as therein noted, by Deloitte & Touche in the case of fiscal years 1997, 1998, 1999 and 2000 and Arthur Andersen LLP in the case of fiscal year
2001, have been prepared in accordance with GAAP consistently applied except as therein noted, are
correct and complete and present fairly the financial position of the Company and its consolidated Subsidiaries as of such dates and the results of their operations and changes in
their cash flows for such periods.



Exhibit C

(to Note Agreement)



 


 









 








(b) Since December 29, 2001, there has been no change in the condition, financial or
otherwise, of the Company and its consolidated Subsidiaries as shown on the consolidated balance
sheet as of such date except changes in the ordinary course of business, none of which individually
or in the aggregate could reasonably be expected to have a Material Adverse Effect.



5. Indebtedness. Schedule II attached to the Agreements correctly describes all Current Debt,
Funded Debt, Capitalized Leases and Attributable Indebtedness of Sale and Leaseback Transactions of
the Company and its Restricted Subsidiaries outstanding on the first and second Closing Date.



6. Full Disclosure. Neither the financial statements referred to in paragraph 4 hereof nor the
Agreements, the Offering Materials or any other written statement furnished by the Company to you
in connection with the negotiation of the sale of the Notes, contains any untrue statement of a
material fact or omits a material fact necessary to make the statements contained therein or herein
not misleading. There is no fact peculiar to the Company or its Restricted Subsidiaries which the
Company has not disclosed to you in writing which materially affects adversely nor, so far as the
Company can now foresee, will materially affect adversely the properties, business, prospects,
profits or condition (financial or otherwise) of the Company and its Restricted Subsidiaries, taken
as a whole.



7. Pending Litigation. There are no proceedings pending or, to the knowledge of the Company
after due inquiry, threatened against or affecting the Company or any Restricted Subsidiary in any
court or before any governmental authority or arbitration board or tribunal which could reasonably
be expected to have a Material Adverse Effect.



8. Title to Properties. The Company and each Restricted Subsidiary has good and marketable
title in fee simple (or its equivalent under applicable law) to all material parcels of real
property and has good title to all the other material items of property it purports to own,
including that reflected in the most recent balance sheet referred to in paragraph 4 hereof, except
as sold or otherwise disposed of in the ordinary course of business and except for Liens permitted
by the Agreements.



9. Patents and Trademarks. The Company and each Restricted Subsidiary owns or possesses all
patents, trademarks, trade names, service marks, copyright, licenses and rights with respect to the
foregoing necessary for the present and planned future conduct of its business, without any known
conflict with the rights of others.


 


C-2









 





10. Sale is Legal and Authorized. The sale of the Notes and compliance by the Company with all
of the provisions of the Agreements (including any Supplement) and the Notes:




(a) are within the corporate powers of the Company;




(b) will not violate any provisions of any law or any order of any court or
governmental authority or agency and will not conflict with or result in any breach of any
of the terms, conditions or provisions of, or constitute a default under the Articles of
Incorporation or By-laws of the Company or any indenture or other material agreement or
instrument to which the Company is a party or by which it may be bound or result in the
imposition of any Liens or encumbrances on any property of the Company; and




(c) have been duly authorized by proper corporate action on the part of the Company (no
action by the stockholders of the Company being required by law, by the Articles of
Incorporation or By-laws of the Company or otherwise), executed and delivered by the Company
and the Agreements and the Notes constitute the legal, valid and binding obligations,
contracts and agreements of the Company enforceable in accordance with their respective
terms.



11. No Defaults. No Default or Event of Default has occurred and is continuing. The Company is
not in default in the payment of principal or interest on any Indebtedness for borrowed money and
is not in default under any instrument or instruments or agreements under and subject to which any
Indebtedness for borrowed money has been issued and no event has occurred and is continuing under
the provisions of any such instrument or agreement which with the lapse of time or the giving of
notice, or both, would constitute an event of default thereunder.



12. Governmental Consent. No approval, consent or withholding of objection on the part of any
regulatory body, state, Federal or local, is necessary in connection with the execution and
delivery by the Company of the Agreements or the issuance, sale or delivery of the Notes or
compliance by the Company with any of the provisions of the Agreements or the Notes.



13. Taxes. All tax returns required to be filed by the Company or any Restricted Subsidiary in
any jurisdiction have, in fact, been filed, and all taxes, assessments, fees and other governmental
charges upon the Company or any Restricted Subsidiary or upon any of their respective properties,
income or franchises, which are shown to be due and payable in such returns have been paid. For all
taxable years ending on or before December 31, 1997, the Federal income tax liability of the
Company and its Restricted Subsidiaries has been satisfied and either the period of limitations on
assessment of additional Federal income tax has expired or the Company and its Restricted
Subsidiaries have entered into an agreement with the Internal Revenue Service closing conclusively
the total tax liability for the taxable year. The Company does not know of any proposed additional
tax assessment against it for which adequate provision has not been made on its accounts, and no
material controversy in respect of additional Federal or state income taxes due since said date is pending or to the knowledge of the Company
threatened. The provisions for taxes on the books of the Company and each Restricted Subsidiary are
adequate for all open years, and for its current fiscal period.


 


C-3









 





14. Use of Proceeds. The net proceeds from the sale of the Notes will be used for general
corporate purposes including to repay existing Indebtedness of the Company and its Subsidiaries. No
part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for
the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board
of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve
the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute
more than 5% of the value of the consolidated assets of the Company and its Restricted Subsidiaries
and the Company does not have any present intention that margin stock will constitute more than
50/0 of the value of such assets. As used in this Paragraph 14, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.



15. Private Offering. Neither the Company, directly or indirectly, nor any agent on its behalf
has offered or will offer the Notes or any similar Security or has solicited or will solicit an
offer to acquire the Notes or any similar Security from or has otherwise approached or negotiated
or will approach or negotiate in respect of the Notes or any similar Security with any Person other
than the Purchasers and not more than 15 other institutional investors, each of whoml was offered a
portion of the Notes at private sale for investment. Neither the Company, directly or indirectly,
nor any agent on its behalf has offered or will offer the Notes or any similar Security or has
solicited or will solicit an offer to acquire the Notes or any similar Security frorn any Person so
as to bring the issuance and sale of the Notes within the provisions of Section 5 of the Securities
Act of 1933, as amended.



16. ERISA. (a) The Company and each ERISA Affiliate (i) have operated and administered each of
its plans in compliance with all applicable laws, except where noncompliance could not reasonably
be expected to result in a Material Adverse Effect, and (ii) has not incurred any Material
liability, nor has any event, transaction or condition occurred or exists that would reasonably be
expected to result in the incurrence of any such Material liability or the imposition of any
Material Lien, pursuant to Title I or IV of ERISA or pursuant to penalty or excise tax provisions
of the Code relating to employee benefit plans or to Section 401(a)(29) or 412 of the Code.



(b) The present value of the aggregate benefit liabilities under each of its plans (other than
multiemployer plans), determined as of the end of such plan’s most recently ended plan year, did
not exceed the aggregate current value of the assets of such plan allocable to such benefit
liabilities, or such deficit, if any, did not exceed 50/0 of Adjusted Consolidated Net Worth. The
term “benefit liabilities” has the meaning specified in Section 4001 of ERISA and the terms
“current value” and “present value” have the meaning specified in Section 3 of ERISA.



(c) The Company currently does not have any Multiemployer plans.



(d) The expected postretirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board
Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by
Section 4980B of the Code) of the Company and its Subsidiaries is not Material or has otherwise
been disclosed in the most recent audited consolidated financial statements of the Company and its
Subsidiaries.


 


C-4









 





(e) The execution and delivery of the Note Agreement and the issuance and sale of the Notes
will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in
connection with which a tax could be imposed pursuant to Section 4975(c)(l)(A)-(D) of the Code
which in either event could reasonably be expected to result in a Material Adverse Effect. The
representation is made in reliance upon and subject to the accuracy of the representation as to the
sources of the funds used to pay the purchase price of the Notes to be purchased.



17. Compliance with Law. Neither the Company nor any Restricted Subsidiary (1) is in violation
of any law, ordinance, franchise, governmental rule or regulation to which it is subject; or (2)
has failed to obtain any license, permit, franchise or other governmental authorization necessary
to the ownership of its property or to the conduct of its business, which violation or failure to
obtain could reasonably be expected to have a Material Adverse Effect or impair the ability of the
Company to perform its obligations contained in the Agreement (including any Supplement) or the
Notes. Neither the Company nor any Restricted Subsidiary is in default with respect to any order of
any court or governmental authority or arbitration board or tribunal.



18. Investment Company Act. The Company is not, and is not directly or indirectly controlled
by or acting on behalf of any Person which is, required to register as an “investment company”
under the Investment Company Act of 1940, as amended.



19. Foreign Assets Control Regulations, etc. Neither the Company nor any of the Company’s
Restricted Subsidiaries or Affiliates is, by reason of being a “national” of “designated foreign
country” or a “specially designated national” within the nleaning of the Regulations of the Office
of Foreign Assets Control, United States Treasury Department (31 C.F.R., Subtitle B, Chapter V), or
for any other reason, subject to any restriction or prohibition under, or is in violation of, any
Federal statue or Presidential Executive Order, or any rules or regulations of any department,
agency or administrative body promulgated under any such statute or order, concerning trade or
other relations with any foreign country or any citizen or national thereof or the ownership or
operation of any property. Without limiting the foregoing, neither the Company nor any Restricted
Subsidiary (a) is or will become a person whose property or interests in property are blocked
pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons ‘Who Commit, Threaten to Commit, or Support Terrorism (66
Fed. Reg. 49079 (2001)) or (b) engages or will engage in any dealings or transactions, or be
otherwise associated, with any such person.



20. Environmental Matters. To the best of the Company’s knowledge, except for any of such
matters which individually or in the aggregate could not reasonably be expected to have a Material
Adverse Effect, the following clauses (a) through (f) are true and correct:




(a) the Company, each Restricted Subsidiary, and the properties each owns or operates
comply with every applicable Environmental Law;




(b) the Company and each Restricted Subsidiary has obtained all permits, licenses and
other governmental approvals required by every applicable Environmental Law for its
operations and the properties it owns or operates;


 


C-5









 






(c) no Hazardous Substance has been released or disposed at any property currently owned or
operated or while previously owned or operated by the Company or any Restricted Subsidiary;




(d) neither the Company nor any Restricted Subsidiary has any liability for restoration,
removal, remedial, response or corrective action, natural resource damage or other harm pursuant to
any applicable Environmental Law, either with respect to properties currently or previously owned
or operated by the Company and its Subsidiaries;




(e) neither the Company nor any Restricted Subsidiary is subject to, has notice or knowledge
of or is required to give any notice of any claim, demand, action, lawsuit or legal proceeding
pursuant to any applicable Environmental Law in connection with the operations of or the properties
owned by the Company or any Restricted Subsidiary; and




(f) there is no legal or regulatory proceeding pending or applicable Environmental Law which
would be expected to prohibit or materially reduce the use of chromated copper arsenate or any
other wood preservative by the Company or any Restricted Subsidiary.


 


C-6









 





Description of Special Counsel’s Closing Opinion




[Delivered to Purchasers only]




Exhibit D

(to Note Agreement)



 


 









 





December __, 2002




Noteholders under the Agreements (as

defined below)




	 	 	 	 	 
	 

	 	Re:
	 	Note Agreements dated as of December 18,2002 (the “Agreements”)
by and between Universal Forest Products, Inc. and the signatory
Noteholders thereto (the “Noteholders”)






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 Agreements and the 2002 Subsidiary Note Guaranty. This opinion
is being delivered to you pursuant to Section 4.1 (c) of the Agreements. Capitalized terms not
otherwise defined herein shall have the meanings as set forth in the Agreements.



We have examined executed copies of the Agreements, the Tranche A Notes and the Tranche B
Notes (collectively, the “Notes”) and the 2002 Subsidiary Note Guaranty and such records,
documents, certificates and other instruments and have made such investigation of fact and law as
we deem necessary to render this opinion. For purposes of the opinion expressed in paragraph 10
hereof, we have relied upon factual representations made by each of the Noteholders in Section
3.2(a) of the respective Agreements and on a letter dated December 18, 2002 from Banc One Capital
Markets, Inc.



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 hereof, we have further assumed
that the Agreements constitute the valid and binding obligations of the respective Noteholders.



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



1. The Company is a corporation, duly incorporated, validly existing and in good
standing under the laws of the state of Michigan, has the corporate power and the
corporate authority to execute and perform the Agreements and to issue the Notes and
has the full corporate power and the corporate authority to conduct the activities in
which it is now engaged and is duly licensed or qualified and is in good standing as a
foreign corporation in each jurisdiction in which the character of the properties owned
or leased by it or the nature of the business transacted by it makes such licensing or
qualification necessary and the failure to so qualify would have a Material Adverse
Effect.



Exhibit E

(to Note Agreement)



 


 









 








December __, 2002

Page 2




2. Each Guarantor is a corporation, limited liability company or limited partnership, as
applicable, duly organized, validly existing and in good standing under the laws of its state of
organization, has the corporate, limited liability company or limited partnership power and
authority to execute and perform the 2002 Subsidiary Note Guaranty and to conduct the activities in
which it is now engaged and is duly licensed or qualified and is in good standing in each
jurisdiction in which the character of the properties owned or leased by it or the nature of the
business transacted by it makes such licensing or qualification necessary and the failure to so
qualify would have a Material Adverse Effect; and all of the issued and outstanding shares of
capital stock or membership or partnership interests, as applicable, of each Guarantor have been
duly issued, are fully paid and nonassessable and are owned by the Company, by one or more
Restricted Subsidiaries, or by the Company and one or more Restricted Subsidiaries.



3. The Agreements have been duly authorized by all necessary corporate action on the part of
the Company, have been duly executed and delivered by the Company and constitute the legal, valid
and binding obligations of the Company enforceable in accordance with their respective terms.



4. The Notes have been duly authorized by all necessary corporate action on the part of the
Company, have been duly executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company enforceable in accordance with their respective terms.



5. The 2002 Subsidiary Note Guaranty has been duly authorized by all necessary corporate,
limited liability company or limited partnership action on the part of the Guarantors, has been
duly executed and delivered by the Guarantors and constitutes the legal, valid and binding
obligation of the Guarantors, enforceable in accordance with its terms.



6. No approval, consent or withholding of objection on the part of, or filing, registration or
qualification with, any federal or state of Michigan governmental body, is necessary in connection
with the execution, delivery and performance by the Company of the Agreements or the Notes.



7. No approval, consent or withholding of objection on the part of, or filing, registration or
qualification with, any federal or state of Michigan governmental body, is necessary in connection
with the execution, delivery and performance by the Guarantors of the 2002 Subsidiary Note
Guaranty.



8. The issuance and sale of the Notes and the execution, delivery and performance
by the Company of the Agreements do not conflict with or result in any breach of any of
the provisions of or constitute a default under or result in the creation or imposition
of any Lien upon any of the property of the Company pursuant to the provisions of the
articles of incorporation or bylaws of the Company or, to our knowledge, any material agreement or other instrument to which the Company is a party or by
which the Company may be bound.



Exhibit E

(to Note Agreement)



 


 









 








December __, 2002

Page 3




9. The execution, delivery and performance by each of the Guarantors of the ‘]f)()’)
Subsidiary Note Guaranty does not conflict with or result in any breach of any of the provisions of
or constitute a default under or result in the creation or imposition of any Lien upon any of the
property of any Guarantor pursuant to the provisions of its articles of incorporation or bylaws or
its articles of organization or operating agreement or its limited partnership agreement, as
applicable, or, to our knowledge, any material agreement or other instrument to which any Guarantor
is a party or by which any Guarantor may be bound.



10. The issuance, sale and delivery of the Notes under the circumstances contemplated by the
Agreements does not, under existing law, require the registration of the Notes under the Securities
Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of
1939, as amended; provided, however, we express no opinion as to the compliance with applicable
securities laws of any subsequent transfers of the Notes by the Noteholders.



11. The issuance of the Notes and the use of the proceeds of the sale of the Notes in
accordance with the provisions of and contemplated by the Agreements do not violate or conflict
with Regulation T, U, or X of the Board of Governors of the Federal Reserve System.



12. The Company is not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.



13. To our knowledge, there is no litigation pending or threatened against the Company which
could reasonably be expected to have a Material Adverse Effect on the Company’s business or assets
or which would impair the ability of the Company to issue and deliver the Notes or to comply with
the provisions of the Agreements.



The foregoing opinion is subject to the following qualifications:



A. We express no opinion concerning any laws other than the federal laws of the United States
and the laws of the state of Michigan. As to Consolidated Building Components, Inc., we have
necessarily assumed that the laws of the Commonwealth of Pennsylvania are identical to the laws of
the state of Michigan governing the same subject matter.



B. As to the due organization, valid existence, good standing and qualification in foreign
jurisdictions of the Company and the Guarantors, we have relied exclusively upon certificates of
the appropriate public officials of the applicable jurisdictions.



C. 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.



Exhibit E

(to Note Agreement)





 


 









 








December __, 2002

Page 4




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




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




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




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



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 Noteholders and their
permissible successors, assigns and participants and the Noteholders= special counsel in rendering
its opinion pursuant to Section 4.1(c)of the Agreements, and may not be relied upon by any other
person, firm or corporation for any purpose whatsoever and 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




Exhibit E

(to Note Agreement)



 


 









 








Supplement to Note Purchase Agreement




Dated as of




                                       
 ,                     




To the Purchaser(s) named in

Schedule I hereto




Ladies and Gentlemen:




This [Number] Supplement to Note Purchase Agreement (the “Supplement”) is between Universal
Forest Products, Inc. (the “Company”) whose address is 2801 East Beltline, N.E. Grand Rapids,
Michigan 49525 and the institutional investors named on Schedule I attached hereto (the
“Purchasers”).



Reference is hereby made to the separate and several Note Purchase Agreements dated as of
December 18, 2002 (the “Note Agreements”) between the Company and the purchasers listed on Schedule
I thereto. All capitalized terms not otherwise defined herein shall have the same meaning as
specified in the Note Agreements. Reference is further made to Section 4.3 thereof which requires
that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser
shall execute and deliver a Supplement.



The Company hereby agrees with the Purchaser(s) named on Schedule I hereto as follows:



1. The Company has authorized the issue and sale of
$                    
 aggregate principal amount of
its                     
% Series       Senior Notes, due
                     ,
    (the “Series       Notes”). The Series _______ Notes,
together with the Series 2002-A Notes initially issued pursuant to the Note Agreements and each
series of Additional Notes which may from time to time be issued pursuant to the provisions of
Section 1.4 of the Note Agreements, are collectively referred to as the “Notes” (such term shall
also include any such notes issued in substitution therefor pursuant to Section 9.2 of the Note
Agreement). The Series       Notes shall be substantially in the form attached hereto as Exhibit 1
with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company.



2. Subject to the terms and conditions hereof and as set forth in the Note Agreements and on
the basis of the representations and warranties hereinafter set forth, the Company agrees to issue
and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, Series _______ Notes in the principal amount [and of the tranche] set forth opposite such
Purchaser’s name on Schedule I hereto at a price of 100% of the principal amount thereof on the
Closing Date hereafter mentioned.



Exhibit F

(to Note Agreement)





 


 









 









3. Delivery of the $                     in aggregate
principal amount of the Series _______ Notes will be made
at the offices of
                                        
,                                       
  ,                     , against payment therefor in Federal Reserve or other funds current and immediately
available at the principal office of Bane One Capital Markets, Inc., Chicago, Illinois in the
amount of the purchase price at 10:00 A.M., Chicago time, on, _______ or such later date (not later than
_______, _______) as shall mutually be agreed upon by the Company and the Purchasers of the Series ______ Notes
(the “Closing Date ”).



4. [Here insert prepayment provisions (including any applicable premium upon default and
acceleration), closing conditions and representations and warranties applicable to Series _______ Notes].



5. The Purchaser represents and warrants that the representations and warranties set forth in
Section 3.2 of the Note Agreements are true and correct on the date hereof with respect to the
Series Notes.



6. The Company and each Purchaser agree to be bound by and comply with the terms and
provisions of the Note Agreements as if such Purchaser were an original signatory to the Note
Agreements.



The execution hereof shall constitute a contract between the Company and the Purchaser(s) for
the uses and purposes hereinabove set forth, and this agreement may be executed in any number of
counterparts, each executed counterpart constituting an original but all together only one
agreement.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Universal Forest Products, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Printed Name:	 	 
	 	 
	 

	 	 	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Accepted as of                     ,
                    
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	[Variation]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Printed Name:	 	 
	 	 
	 

	 	 	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


F-2









 





Form of Series ___ Note




          % Series                      Note, Tranche _______,

Due                                         



PPN                                         




No.




                                        







$     







Universal Forest Products, Inc., a Michigan corporation (the “Company”), for value
received, hereby promises to pay to



or registered assigns

on the                      day of                                         

the principal amount of




Dollars ($____ )




(computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time
to time remaining unpaid hereon at the rate of _% per annum from the date hereof until maturity,
payable on the day of and _______ in each year (commencing on ) and at maturity. The Company agrees to
pay interest on overdue principal (including any overdue optional prepayment of principal) and
premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at
the Overdue Rate after the due date, whether by acceleration or otherwise, until paid. “Overdue
Rate” shall mean the lesser of (a) the maximum interest rate permitted by law and (b) _______% per
annum.




Both the principal hereof and interest hereon are payable at the principal office of the
Company in Grand Rapids, Michigan in coin or currency of the United States of America which at the
time of payment shall be legal tender for the payment of public and private debts. If any amount of principal, premium, if any, or interest on or in respect of this Note becomes due
and payable on any date which is not a Business Day, such amount shall be payable on the
immediately succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday or
other day on which banks in either Grand Rapids, Michigan or New York, New York are required by law
to close or are customarily closed.



Schedule I

(to [Number] Supplement)



 



 









 





This Note is one of the __% Series _______ Notes, Tranche __, due of the Company in the aggregate
principal amount of $__, which, together with the 5.63% Series 2002-A Senior Notes, Tranche A, due
December 18, 2009 of the Company in the aggregate principal amount of $15,000,000, the 6.16% Series 2002-A Senior Notes, Tranche B, due
December 18, 2012 of the Company in the aggregate principal amount of $40,000,000 and any
Additional Notes are issued or to be issued under and pursuant to the terms and provisions of the
separate Note Agreements, each dated as of December 18, 2002 (the “Note Agreements”), entered into
by the Company with the original Purchasers therein referred to and any Additional Purchasers of
Additional Notes and the holder hereof is entitled equally and ratably with the holders of all
other Notes outstanding under the Note Agreements to all the benefits provided for thereby or
referred to therein. Reference is hereby made to the Note Agreements for a statement of such rights
and benefits.



This Note and the other Notes outstanding under the Note Agreements may be declared due prior
to their expressed maturity dates and certain prepayments are required to be made thereon, all in
the events, on the terms and in the manner and amounts as provided in the Note Agreements.



The Notes are not subject to prepayment or redemption at the option of the Company prior to
their expressed maturity dates except on the terms and conditions and in the amounts and with the
premium, if any, set forth in the Note Agreements.



This Note is registered on the books of the Company and is transferable only by surrender
thereof at the principal office of the Company duly endorsed or accompanied by a written instrument
of transfer duly executed by the registered holder of this Note or its attorney duly authorized in
writing. Payment of or on account of principal, premium, if any, and interest on this Note shall be
made only to or upon the order in writing of the registered holder.



This Note and said Note Agreements are governed by and construed in accordance with the law of
New York, including all matters of construction, validity and performance.



	 	 	 	 	 	 	 	 	 
	 	 	Universal Forest Products, Inc.,	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






 


-2-











 




Conformed Copy



 








Guaranty Agreement




Dated as of December 18, 2002




By




Universal Forest Products of Modesto LLC,

Tresstar, LLC,

Universal Truss, Inc.,

UFP Ventures, Inc.,

UFP Ventures II, Inc.,

Universal Forest Products Western Division, Inc.,

Universal Forest Products Eastern Division, Inc.,

Shoffner Holding Company, Inc.,

Consolidated Building Components, Inc.,

Universal Forest Products Shoffner, LLC,

Universal Forest Products Indiana Limited Partnership,

Universal Forest Products Texas Limited Partnership,

Universal Forest Products Holding Company, Inc.,

UFP Real Estate, Inc.,

Syracuse Real Estate, LLC

and

Universal Forest Products Reclamation Center, Inc.




Re: $55,000,000 Senior Notes

due 2009-2012




of

Universal Forest Products, Inc.




 






 


 









 







Guaranty Agreement




Parties




This Guaranty Agreement, dated as of December 18, 2002 (this “Guaranty”), is made by Universal
Forest Products of Modesto LLC, Tresstar, LLC, UFP Ventures, Inc., UFP Ventures II, Inc.,
Consolidated Building Components, Inc., Universal Forest Products Eastern Division, Inc., Universal
Forest Products Western Division, Inc., Shoffner Holding Company, Inc., Universal Forest Products
Shoffner, LLC, UFP Real Estate, Inc., Universal Truss, Inc., Universal Forest Products Indiana
Limited Partnership, Universal Forest Products Texas Limited Partnership, Universal Forest Products
Holding Company, Inc., Syracuse Real Estate, LLC and Universal Forest Products Reclamation Center,
Inc. (each, a “Guarantor” and collectively, the “Guarantors”) in favor of each of the Noteholders
(as defined below).



Recitals




A. Each Guarantor is wholly-owned, directly or indirectly, by Universal Forest Products, Inc.,
a corporation incorporated under the laws of Michigan (the “Company”).



B. Pursuant to the separate and several Note Agreements, each dated as of December 18, 2002
(the “Note Agreements”), between the Company and the Purchasers named on Schedule I thereto (each,
a “Purchaser,” and collectively, the “Purchasers”), the Company has agreed to issue and sell to the
Purchasers (a) $15,000,000 in principal amount of the Company’s 5.63% Series 2002-A Senior Notes,
Tranche A, due December 18, 2009 (the “Tranche A Notes”) and (b) $40,000,000 in principal amount of
the Company’s 6.16% Series 2002-A Senior Notes, Tranche B, due December 18, 2012 (the “Tranche B
Notes”; the Tranche B Notes and the Tranche A Notes are hereinafter collectively referred to as the
“Notes”).



C. Each Guarantor will receive substantial direct and indirect benefit from the sale of the
Notes.



D. The Purchasers have required as a condition to their purchase of the Notes that the
Guarantors enter into this Guaranty as security for the Notes and accordingly the Guarantors have
agreed to provide this Guaranty.


 


 









 





Agreement




NOW, THEREFORE, in consideration of the premises and for the purpose of inducing the
Purchasers to purchase the Notes and in further consideration of the sum of Ten Dollars ($10.00)
paid to the Guarantors by the Purchasers, the receipt and sufficiency of which is hereby
acknowledged, the Guarantors do hereby covenant and agree 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.



“Liabilities” shall mean all indebtedness, obligations and liabilities of the Company to any
of the Noteholders in connection with or pursuant to the Note Agreements and the Notes, including,
without limitation, all principal, interest, premium, 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, absolute or contingent, joint and/or several,
secured or unsecured, arising by operation of law or otherwise.




“Noteholders” shall mean the Purchasers and any subsequent holders of the Notes.



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



2. Guarantee. (a) Each Guarantor hereby guarantees to the Noteholders, 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 Noteholder pro rata in accordance with the unpaid amount of Liabilities held by
each Noteholder 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 Noteholder in connection with enforcing the obligations of any of the
Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of
counsel.



 


-2-









 





 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 of the Note Agreements; (b)
any extension, indulgence, increase in the Liabilities or other action or inaction in respect of
any of the Note Agreements or otherwise with respect to the Liabilities, or any acceptance of
security for, or other guaranties of, any of the Liabilities or Note 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 the Company under, or any lack of due execution, invalidity or
unenforceability of, or any irregularity or other defect in, any of the Note Agreements; (d) any
waiver by any Noteholder or any other person of any required performance or otherwise of any
condition precedent or waiver of any requirement imposed by any of the
Note 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 Note Agreements; (f) any sale, lease, transfer or other disposition of
the assets of the Company or any consolidation or merger of the Company with or into any other
person, corporation, or entity, or any transfer or other disposition of any shares of capital stock
of the Company; (g) any bankruptcy, insolvency, reorganization or similar proceedings involving or
affecting the Company or any other guarantor of the Liabilities; (h) the release or discharge of
the Company from the performance or observance of any agreement, covenant, term or condition under
any of the Liabilities or contained in any of the Note 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 Noteholder 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 Noteholders that
it has adequate means to obtain from the Company on a continuing basis information concerning the
financial condition and other matters with respect to the Company and that it is not relying on any
Noteholder to provide such information either now or in the future.



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 Noteholder, including, without limitation, notice to the
Guarantors of default, presentment to and demand of payment or performance from the Company and
protest for non-payment or dishonor; (c) any right to the exercise by any Noteholder of any right
remedy, power or privilege in connection with any of the Note Agreements; (d) any requirement of
diligence or marshaling on the part of any Noteholder; (e) any requirement that any Noteholder, in
the event of any default by the Company, first make demand upon or seek to enforce remedies
against, the Company 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
Noteholder may hold from the Company 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 Noteholder’s administration of any of the Liabilities, any of the Note
Agreements or any other Cumulative Guarantor, or any other act or omission of any Noteholder 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.



 


-3-









 





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 Noteholder with respect to the Company, any
collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any
Noteholder 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 Company accruing or in the process of accruing to the Noteholders before
the Noteholders 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 Noteholder. 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 Note Agreements. All payments to be made
by the Guarantors hereunder shall be made without set-off or counterclaim, and each Guarantor
hereby waives the assertion of any set-off or counterclaim 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 Noteholders such
additional amounts as may be necessary to ensure that the Noteholders
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
Noteholder to any of the Liabilities must be returned by such Noteholder 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 Noteholder, notwithstanding any termination of this
Guaranty or any cancellation of any of the Note Agreements and the Liabilities and all obligations
of each Guarantor hereunder shall be reinstated in such case.



6. Evidence of Liabilities. Each Noteholder’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 Company and shall constitute prima facie proof, absent
manifest error, of the Liabilities of the Company to such Noteholder, as well as the obligations of
each Guarantor to such Noteholder.



7. Subordination, Subrogation, Contribution, Etc. Each Guarantor agrees that all present and
future indebtedness, obligations and liabilities of the Company to such Guarantor shall be fully
subordinate and junior in right and priority of payment to any indebtedness of the Company to the
Noteholders, and no Guarantor shall have any right of subrogation, contribution (including, 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 the Company
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 Note 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 Company 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.


 


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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.



8. Assignment by Noteholders. Each Noteholder shall have the right to assign and transfer this
Guaranty to any assignee of any portion of the Liabilities. Each Noteholder’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
Noteholder 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 any one 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
Noteholders that:




(a) the execution, delivery and performance by the Guarantor of this Guaranty are
within its corporate powers, have been duly authorized by all necessary corporate 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 or other charter documents or bylaws
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;


 


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(b) this Guaranty constitutes a legal, valid and binding agreement of each Guarantor,
enforceable against such 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 Company and the Guarantors are engaged as an integrated group in the business
of providing related services; the integrated operation requires financing on such a basis
that proceeds from the sale of Notes paid to the Company by the Purchasers can be made
available from time to time to various subsidiaries of the Company, as required for the
continued successful operation of the integrated group as a whole; and each Guarantor has
requested that the Purchasers purchase the Notes from the Company for the purpose of
financing the integrated operations of the Company and its subsidiaries, including such
Guarantor, with such Guarantor expecting to derive benefit, direct or indirectly, from the
purchase of the Notes by the Purchasers from the Company, both in such Guarantor’s separate
capacity and as a member of the integrated group, inasmuch as the successful operation and
condition of such 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.



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 Noteholder 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 Note Agreements being or becoming void, unenforceable, or otherwise invalid under any
applicable law) then, notwithstanding any knowledge thereof by any Noteholder at any time, each
Guarantor as original and independent obligor, upon demand by the Noteholders, will make payment to
the Noteholders of the Liabilities by way of a full indemnity.


 


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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 Noteholder, nor any delay or failure
on the part of any Noteholder in exercising any right, power or privilege hereunder, shall operate
as a waiver of such right, power, or privilege or otherwise prejudice the Noteholders’ 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 Noteholder 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 Noteholders may be exercised from time to
time and as often as may be deemed expedient by any Noteholder.



14. Severability. If any one 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.



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 Noteholder and the Guarantors.




 


-7-









 




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 or any of the Note Agreements may be instituted in any court of the United States of
America or the State of Illinois, sitting in the City of Chicago, State of Illinois, 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 paragraph 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 Noteholders in writing. Nothing in this paragraph shall
affect the right of any Noteholder to serve process in any other manner permitted by law or limit
the right of the Noteholders 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.



18. Notices. Any notice, demand, consent or request given or made to each Guarantor by any
Noteholder 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 Noteholders 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.


 


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19. Waiver
of Jury Trial. The Noteholders, 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 Noteholders 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 Noteholders or the Guarantors except by
a written instrument executed by all of them. This Guaranty is freely and voluntarily given to the
Noteholders 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 Note Agreement. 


[Intentionally
Blank]



 


-9-









 







	 	 	 	 	 
	 	Universal
Forest Products of Modesto
LLC 

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 
	 	Tresstar, LLC

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 
	 	Universal Truss, Inc.

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 
	 	UFP Ventures, Inc.

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 



 


-10-









 





	 	 	 	 	 
	 	UFP Ventures II, Inc.,

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 
	 	Universal Forest Products Western
Division, Inc.	 
	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 
	 	Universal Forest Products Eastern
Division, Inc.
	 
	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 
	 	Shoffner Holding Company, Inc.
	 
	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 
	 	Consolidated
Building Components, Inc. 	 
	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 



 


-11-









 






	 	 	 	 	 
	 	Universal
Forest Products Shoffner, LLC.

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 	 
	 	Universal
Forest Products Indiana

Limited Partnership

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 	 
	 	Universal Forest Products Texas

Limited Partnership

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 
	 	Universal Forest Products Holding

Company, Inc.

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 
	 	 	 	 
	 	UFP
Real Estate, Inc.

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 



 


-12-









 






	 	 	 	 	 
	 	Syracuse
Real Estate, LLC

 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 



	 	 	 	 	 
	 	Universal Forest Products Reclamation

Center, Inc.


 	 
	 	By:  	/s/ Michael Cole
 	 
	 	 	Its  Treasurer 	 




 


-13-