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FIRST AMENDMENT




     This First Amendment (this “Amendment”) is entered into as of June 20, 2006, by and among
BUILDERS FIRSTSOURCE, INC., a Delaware corporation (“Borrower”), the Guarantors listed on the
signature pages hereof, the Lenders signatory hereto, and UBS AG, STAMFORD BRANCH, as
Administrative Agent for the Lenders (in such capacity, “Administrative Agent”).



RECITALS




     WHEREAS, Borrower, BUILDING PRODUCTS, LLC (formerly known as JLL Building Products, LLC), the
Lenders, the Administrative Agent, UBS SECURITIES LLC, as joint arranger and joint book runner,
DEUTSCHE BANK SECURITIES INC., as joint arranger, joint book runner and syndication agent, UBS AG,
STAMFORD BRANCH, as issuing bank and collateral trustee, GENERAL ELECTRIC CAPITAL CORPORATION and
LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agents, and UBS LOAN FINANCE LLC, as
swingline lender, are parties to that certain Credit Agreement dated as of February 11, 2005 (as
amended by Waiver No. 1 dated as of April 15, 2005 and as further amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”) (capitalized terms used herein
without definition have the meanings ascribed to such terms in the Credit Agreement);



     WHEREAS, Borrower has requested certain changes to Sections 6.08 and 6.10(c) of the Credit
Agreement;



     WHEREAS, the Administrative Agent and the Required Lenders have agreed to amend Sections 6.08
and 6.10(c) of the Credit Agreement on the terms and subject to the conditions set forth herein;



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



          Section 1. Section References. Unless otherwise expressly stated herein, all Section
references herein shall refer to Sections of the Credit Agreement.




          Section 2. Amendment of Section 6.08 (Dividends). Section 6.08 is hereby amended by
deleting clause (e) thereof in its entirety and replacing it with the following:





(e) (i) so long as no Default or Event of Default has occurred and is continuing at the
time of declaration thereof and so long as no Event of Default under Section
8.01(a), (b), (g) or (h) has occurred and is continuing at the
time of payment thereof, following an IPO, dividends on the Borrower’s common stock in an
amount per fiscal year not to exceed the lesser of $10,000,000 and 6.0% of the gross
proceeds received in such IPO and (ii) so long as no Default or Event of Default has
occurred and is continuing at the time of making thereof, other



 









 






Dividends; provided, that the total dividends and other Dividends under clauses (i)
and (ii) above shall not to exceed $75,000,000 over the term of this Agreement.



          Section 3. Amendment of Section 6.10(c) (Limitation on Capital Expenditures). Section
6.10(c) is hereby amended by deleting the table set forth therein in its entirety and replacing it
with the following:




	 	 	 	 	 
	 	 	Amount (in
	Period	 	millions)
	January 1, 2005 — December 31, 2005
	 	$	36.0	 
	January 1, 2006 — December 31, 2006
	 	$	46.0	 
	January 1, 2007 — December 31, 2007
	 	$	48.0	 
	January 1, 2008 and thereafter
	 	$	50.0	 






          Section 4. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions precedent:




               (a) The Administrative Agent shall have received all of the following, in form and substance
satisfactory to the Administrative Agent:




               (i) Amendment Documents. This Amendment, duly executed by the
Borrower and the Guarantors (the “Amendment Documents”);




               (ii) Consent of Required Lenders. The written consent of the
Required Lenders to this Amendment; and




               (iii) Additional Information. Such additional documents, instruments
and information as the Administrative Agent may reasonably request to effect the
transactions contemplated hereby.



               (b) The representations and warranties contained herein and in the Credit Agreement shall be
true and correct in all material respects as of the date hereof as if made on the date hereof
(except for those which by their terms specifically refer to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date).



               (c) All corporate proceedings taken in connection with the transactions contemplated by this
Amendment and all other agreements, documents and instruments executed or delivered pursuant
hereto, and all legal matters incident thereto, shall be reasonably satisfactory to the
Administrative Agent.



               (d) No Default or Event of Default shall have occurred and be continuing, after giving effect
to this Amendment.



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          Section 5. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, as of the date of and after giving
effect to this Amendment, (a) the execution, delivery and performance of this Amendment and any and
all other Amendment Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the part of the Borrower and will not violate the Borrower’s
certificate of incorporation or bylaws, (b) all representations and warranties set forth in the
Credit Agreement and in any other Loan Document are true and correct in all material respects as if
made again on and as of such date (except those, if any, which by their terms specifically relate
only to an earlier date, in which case such representations and warranties are true and correct in
all material respects as of such earlier date), (c) no Default or Event of Default has occurred and
is continuing, and (d) the Credit Agreement and all other Loan Documents are and remain legal,
valid, binding and enforceable obligations in accordance with the terms thereof.




          Section 6. Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document shall survive the execution and
delivery of this Amendment and the other Loan Documents, and no investigation by the Administrative
Agent or the Lenders, or any closing, shall affect the representations and warranties or the right
of the Administrative Agent and the Lenders to rely upon them.




          Section 7. Certain Waivers. Each of the Borrower and the Guarantor hereby agrees that
neither the Administrative Agent nor any Lender shall be liable under a claim of, and hereby waives
any claim against the Administrative Agent and the Lenders based on, lender liability (including,
but not limited to, liability for breach of the implied covenant of good faith and fair dealing,
fraud, negligence, conversion, misrepresentation, duress, control and interference, infliction of
emotional distress and defamation and breach of fiduciary duties) as a result of the amendments
contained in Sections 2 and 3 above and any discussions or actions taken or not taken by the
Administrative Agent or the Lenders on or before the date hereof or the discussions conducted in
connection therewith, or any course of action taken by the Administrative Agent or any Lender in
response thereto or arising therefrom; provided, that the foregoing waiver shall not
include the waiver of any claims which are based on the gross negligence or willful misconduct of
the Administrative Agent or any Lender or any of their respective agents. This Section 7 shall
survive the execution and delivery of this Amendment and the other Loan Documents and the
termination of the Credit Agreement.




          Section 8. Reference to Agreement. Each of the Loan Documents, including the Credit
Agreement, and any and all other agreements, documents or instruments now or hereafter executed
and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended
hereby.




          Section 9. Costs and Expenses. The Borrower shall pay on demand all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including the




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reasonable fees, costs
and expenses of counsel to the Administrative Agent) incurred in connection with the preparation,
execution and delivery of this Amendment.




          Section 10. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




          Section 11. Headings. Section Headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purposes.




          Section 12. Execution. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this Amendment.




          Section 13. Limited Effect. This Amendment relates only to the specific matters
covered herein, shall not be considered to be a waiver of any rights any Lender may have under the
Credit Agreement (other than as expressly set forth herein), and shall not be considered to create
a course of dealing or to otherwise obligate any Lender to execute similar amendments under the
same or similar circumstances in the future.




          Section 14. Ratification By Guarantors. Each Guarantor hereby agrees to this
Amendment, and each Guarantor acknowledges that such Guarantor’s Guarantee shall remain in full
force and effect without modification thereto.




[signature pages follow]




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




	 	 	 	 	 
	 	BUILDERS FIRSTSOURCE, INC. 

as Borrower

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE 

NORTHEAST GROUP, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – TEXAS

GENPAR, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – MBS, LLC, 

as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – TEXAS 

GROUP, L.P., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 




BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BFS TEXAS, LLC, as Guarantor 

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – SOUTH 

TEXAS, L.P., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – TEXAS 

INSTALLED SALES, L.P., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BFS IP, LLC, as Guarantor 

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE –

INTELLECTUAL PROPERTY, L.P., as 

Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BUILDERS FIRSTSOURCE HOLDINGS, 

INC., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – DALLAS, 

LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – FLORIDA, 

LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – FLORIDA 

DESIGN CENTER, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – OHIO 

VALLEY, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BFS, LLC, as Guarantor 

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – ATLANTIC 

GROUP, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE OF 

NASHVILLE, INC., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – 

SOUTHEAST GROUP, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	CCWP, INC., as Guarantor 

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BUILDERS FIRSTSOURCE – RALEIGH, 

LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – 

COLORADO GROUP, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE – 

COLORADO, LLC, as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 
	 
	 	BUILDERS FIRSTSOURCE FINANCING, 

INC., as Guarantor

 	 
	 	By:  	/s/ Charles L. Horn
 	 
	 	 	Name:  	Charles L. Horn 	 
	 	 	Title:  	Senior Vice President & CFO 	 


BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, 

as Administrative Agent

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



 BFS First
Amendment Signature Page



 









 





	 	 	 	 	 	 	 
	 	 	New Alliance Global CDO, Limited	 	 
	 	 	By: AllianceBernstein L.P., as	 	 
	 	 	investment advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Teresa McCarthy	 	 
	 

	 	 	 	 

Name: Teresa McCarthy
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ACM Income Fund, Inc.	 	 
	 	 	By: AllianceBernstein L.P., as	 	 
	 	 	investment advisor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Teresa McCarthy	 	 
	 

	 	 	 	 

Name: Teresa McCarthy
	 	 
	 

	 	 	 	Title: Vice President	 	 





 BFS First
Amendment Signature Page



 









 





	 	 	 	 	 
	 	LENDERS:



OLYMPIC CLO I, LTD

 	 
	 	By:  	/s/ John M. Casparian
 	 
	 	 	Name:  	John M. Casparian 	 
	 	 	Title:  	Chief Operating Officer,
(Manager) Centre Pacific, LLC 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



WHITNEY CLO I, LTD

 	 
	 	By:  	/s/ John M. Casparian
 	 
	 	 	Name:  	John M. Casparian 	 
	 	 	Title:  	Chief Operating Officer,
(Manager) Centre Pacific, LLC 	 


BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



Deutsche Bank Trust Company America

 	 
	 	By:  	/s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                                  /s/ Anca Trifan
 	 
	 	 	Name:  	Anca Trifan 	 
	 	 	Title:  	Director 	 


BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



GENERAL ELECTRIC CAPITAL 

CORPORATION

 	 
	 	By:  	/s/ James R. Persico
 	 
	 	 	Name:  	James R. Persico 	 
	 	 	Title:  	Duly Authorized Signatory 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



LASALLE BANK NATIONAL 

ASSOCIATION

 	 
	 	By:  	/s/ Terrence Ward
 	 
	 	 	Name:  	Terrance Ward 	 
	 	 	Title:  	Senior Vice President 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



LightPoint CLO 2004-1, Ltd.



LightPoint CLO III, Ltd.

 	 
	 	By:  	/s/ Colin Donlan
 	 
	 	 	Name:  	Colin Donlan 	 
	 	 	Title:  	Director 	 


 BFS First
Amendment Signature Page



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LENDERS:



UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                                   /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



 BFS First
Amendment Signature Page