Exhibit
      10.10.1

     

    
      

      

    

     

    FIRST
      AMENDMENT

     

    TO
      SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

     

    Dated
      as of
      February 29, 2008

     

    among

     

    BUILDING
      MATERIALS HOLDING CORPORATION,

     

    BMC
      WEST
      CORPORATION

    AND
      OTHER
      SUBSIDIARY GUARANTORS,

     

    WELLS
      FARGO
      BANK, NATIONAL ASSOCIATION,

    as
      Administrative Agent, Joint Lead Arranger, Joint Book Manager Swingline Lender
      and L/C Issuer,

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Documentation Agent

     

    and

     

    THE
      OTHER
      FINANCIAL INSTITUTIONS PARTY HERETO

     

    J.P.
      MORGAN
      SECURITIES INC.,

    Joint
      Lead
      Arranger and Joint Book Manager

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      AMENDMENT

    TO
      SECOND
      AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

     

    This
      FIRST
      AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this
      “Amendment”)
      dated as of
      February 29, 2008, by and among (i) BUILDING MATERIALS HOLDING CORPORATION,
      a Delaware corporation (“Holdings”),
      as borrower,
      (ii) BMC WEST CORPORATION, a Delaware corporation (the “Company”),
      and certain
      other affiliates of Holdings, as guarantors, (iii) the Lenders party to the
      Credit Agreement referenced below, (iv) JPMORGAN CHASE BANK, N.A., as
      Documentation Agent, and (v)  WELLS FARGO BANK, NATIONAL ASSOCIATION
      (“Wells
      Fargo”),
      as L/C Issuer,
      Swingline Lender, Joint Lead Arranger, Joint Book Manager and Administrative
      Agent.

     

    A. WHEREAS,
      Holdings,
      the Company and the other Guarantors, the Lenders and the Administrative Agent
      are parties to a Second Amended and Restated Credit Agreement dated as of
      November 10, 2006 (the “Credit
      Agreement”).

     

    B. WHEREAS,
      by written
      notice dated January 28, 2008 (the “Notice
      Letter”),
      Holdings
      notified the Administrative Agent of certain potential Defaults under the Credit
      Agreement as more specifically described in such Notice Letter (such potential
      Defaults specified in the Notice Letter, the “Specified
      Defaults”).

     

    C. WHEREAS,
      in light
      of the Specified Defaults, Holdings has requested that the Majority Lenders
      agree to certain amendments to the Credit Agreement.

     

    D. WHEREAS,
      the
      Majority Lenders have agreed to such request, subject to the terms and
      conditions hereof.

     

    Accordingly,
      the
      parties hereto agree as follows:

     

    SECTION
      1 Definitions;
      Interpretation.

     

    (a) Terms
      Defined in
      Credit Agreement.
      All capitalized
      terms used in this Amendment (including in the preamble and recitals hereof)
      and
      not otherwise defined herein shall have the meanings assigned to them in the
      Credit Agreement.

     

    (b) Interpretation.
      The rules of
      interpretation set forth in Section 1.02
      of the Credit
      Agreement shall be applicable to this Amendment and are incorporated herein
      by
      this reference.

     

    SECTION
      2 Amendments
      to
      the Credit Agreement; Waiver of Specified Defaults.

     

    (a) Amendments.
      The Credit
      Agreement shall be amended as follows, effective as of the date of satisfaction
      of the conditions set forth in Section 3
      of this
      Amendment:

     

    
      	 	
              (i)

            	
              Section
                1.01
                of the Credit Agreement (captioned “Certain
                Defined Terms”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              The
                following
                defined terms shall be deleted in their entirety: “Additional
                Lenders”,
                “Additional
                Revolving Commitment”,
                “Additional
                Term B Commitment”,
                “Additional
                Term B Loan”,
                “EBITA”,
                “Funded
                Debt”,
                “Other
                Permitted Acquisition”,
                “Permitted
                Acquisition”,
                “Permitted
                Equity Offering”,
                “Subsequent
                Effective Date”,
                “Total
                EBITDA Ratio”,
                “Total
                Funded Debt”.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              A
                new defined
                term “Account”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Account”
means
      any account
      receivable or other right of payment of Holdings or any Guarantor for goods
      sold
      or leased or for services rendered in the ordinary course of business which
      is
      not evidenced by an instrument or chattel paper, whether or not it has been
      earned by performance, that would be properly reflected as billed receivables
      on
      a consolidated balance sheet of Holdings and its Subsidiaries prepared in
      accordance with GAAP.

     

    
      	 	
              (C)

            	
              The
                defined
                term “Aggregate
                Revolving Commitment”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “Aggregate
      Revolving Commitment”
means
      the
      combined Revolving Commitments of the Revolving Lenders, which combined
      Revolving Commitments shall not exceed $200,000,000 as of the First Amendment
      Effective Date, which amount includes both the L/C Commitment and the Swingline
      Commitment.

     

    
      	 	
              (D)

            	
              The
                defined
                term “Applicable
                Fee Amount”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “Applicable
      Fee
      Amount”
means,
      with
      respect to the Commitment Fees, 0.500%, and, with respect to the Standby Letter
      of Credit fees payable hereunder, 4.50%.

     

    
      	 	
              (E)

            	
              The
                defined
                term “Applicable
                Margin”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “Applicable
      Margin”
means,
      with
      respect to Base Rate Loans, 2.50%, and, with respect to Offshore Rate Loans,
      4.50%.

     

    
      	 	
              (F)

            	
              A
                new defined
                term “Borrowing
                Base”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Borrowing
      Base”
means,
      as of any
      date of determination, an amount equal to the least of (a) the combined
      Revolving Commitments of the Revolving Lenders, (b) 50% multiplied
      by
      (i) the Dollar value of the Accounts measured at the end of the most
      recently completed fiscal month minus
      (ii) the Surety
      Bond Reserve and (c) $100,000,000. If there at any time exist any matters,
      events, conditions or contingencies which the Administrative Agent or the
      Majority Revolving Lenders reasonably believe may cause any portion of the
      Accounts to be unpaid, the Administrative Agent or the Majority Revolving
      Lenders, in their sole discretion, may exclude all or any portion of such
      Accounts from the Borrowing Base.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (G)

            	
              A
                new defined
                term “Borrowing
                Base Certificate”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Borrowing
      Base
      Certificate”
means
      a
      certificate, in substantially the form of Exhibit
      K,
      by which Holdings certifies calculation of the Borrowing Base.

     

    
      	 	
              (H)

            	
              A
                new defined
                term “Capital
                Expenditures”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Capital
      Expenditures”
means,
      for any
      period, the aggregate of all expenditures of Holdings and its Subsidiaries
      during such period determined on a consolidated basis that, in accordance with
      GAAP, are or should be included in “purchase of property and equipment” or
      similar items reflected in the consolidated statement of cash flows of Holdings
      and its Subsidiaries.

     

    
      	 	
              (I)

            	
              The
                defined
                term “Collateral
                Documents”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “Collateral
      Documents”
mean,
      collectively, (i) the Security Agreement, the Intellectual Property
      Security Agreements, the Mortgages and all other mortgages, deeds of trust,
      security agreements, patent and trademark assignments, lease assignments,
      control agreements and other similar agreements between Holdings or any
      Guarantor and the Lenders, or the Administrative Agent for the benefit of the
      Lenders and the other Secured Parties (as defined in the Security Agreement),
      now or hereafter delivered to the Lenders or the Administrative Agent pursuant
      to or in connection with the transactions contemplated hereby, and all financing
      statements (or comparable documents now or hereafter filed in accordance with
      the Uniform Commercial Code or comparable law) against Holdings or any Guarantor
      as debtor in favor of the Lenders, or the Administrative Agent for the benefit
      of the Lenders and the other Secured Parties (as defined in the Security
      Agreement), as secured party, and (ii) any amendments, supplements,
      modifications, renewals, replacements, consolidations, substitutions and
      extensions of any of the foregoing.

     

    
      	 	
              (J)

            	
              The
                defined
                term “Commitment”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “Commitment”
means,
      as to each
      Lender, the sum of its Revolving Commitment and Term B
      Commitment.

     

    
      	 	
              (K)

            	
              The
                defined
                term “EBITDA”
shall
                be
                amended and restated in its entirety as
                follows:

            


    

     

    “EBITDA”
means,
      for any
      period, for Holdings and its Subsidiaries, the sum of Consolidated Net Income
      of
      Holdings and its Subsidiaries for such period (exclusive of extraordinary gains
      and losses and exclusive of earnings from Minority Investments but including
      earnings from Wholly-Owned Subsidiaries and Non-Wholly-Owned Subsidiaries (but
      in the case of Non-Wholly-Owned Subsidiaries, only to the extent of the ratable
      portion of ownership by Holdings or any Wholly-Owned Subsidiaries of Holdings
      in
      such Non-Wholly-Owned Subsidiaries)) plus
      (to the extent
      deducted in determining Consolidated Net Income) (i) Interest Expense for
      such period, (ii) income tax expense for such period,
      (iii) depreciation expense, amortization expense and other non-cash
      expenses (including non-cash share-based compensation costs) for such period
      and
      (iv) cash distributions in respect of Minority Investments, in each case,
      measured in accordance with GAAP.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (L)

            	
              A
                new defined
                term “Equity
                Securities”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Equity
      Securities”
of
      any Person
      shall mean (a) all common stock, preferred stock, participations, shares,
      partnership interests, limited liability company interests or other equity
      interests in and of such Person (regardless of how designated and whether or
      not
      voting or non-voting) and (b) all warrants, options and other rights to acquire
      any of the foregoing.

     

    
      	 	
              (M)

            	
              A
                new defined
                term “Fair
                Market Value”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Fair
      Market
      Value”
means,
      in respect
      of any asset, the price at which the asset would change hands between a willing
      buyer and a willing seller, neither being under any compulsion to buy or to
      sell
      and both having reasonable knowledge of relevant facts.

     

    
      	 	
              (N)

            	
              A
                new defined
                term “First
                Amendment”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “First
      Amendment”
shall
      mean the
      First Amendment to Second Amended and Restated Credit Agreement and Waiver
      dated
      as of February 29, 2008, among Holdings, the Guarantors, the Lenders and the
      Administrative Agent.

     

    
      	 	
              (O)

            	
              A
                new defined
                term “First
                Amendment Effective Date”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “First
      Amendment
      Effective Date”
means
      the
“Effective Date” under and as defined in the First Amendment.

     

    
      	 	
              (P)

            	
              The
                defined
                term “Lender”
shall
                be
                amended by deleting the following text: “, provided,
                however,
                that from
                and after any Subsequent Effective Date, any Additional Lenders shall
                also
                be deemed “Lenders”
for
                all
                purposes hereunder”.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (Q)

            	
              A
                new defined
                term “Mortgage”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Mortgage”
means
      any deed of
      trust, mortgage, assignment of rents or other document, in each case as amended,
      creating a Lien on real property or any interest in real property owned by
      Holdings, the Company or any Loan Party.

     

    
      	 	
              (R)

            	
              A
                new defined
                term “Mortgaged
                Property”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Mortgaged
      Property”
means
      all real
      property set forth on Schedule 6.22
      hereto, as such
      schedule may be amended from time to time in accordance with Section 7.15.

     

    
      	 	
              (S)

            	
              The
                defined
                term “Net
                Proceeds”
shall
                be
                amended by deleting the third sentence thereof in its entirety.
                

            


    

     

    
      	 	
              (T)

            	
              A
                new defined
                term “Surety
                Bond Reserve”
shall
                be
                inserted in alphabetical order as
                follows:

            


    

     

    “Surety
      Bond
      Reserve”
means,
      as of any
      date of determination, a Dollar amount equal to 50% of the principal amount
      of
      all Surety Instruments issued for the account of Holdings or any of its
      Subsidiaries outstanding on such date.

     

    
      	 	
              (U)

            	
              The
                defined
                term “Term
                B
                Loan”
shall
                be
                amended by (1) deleting the comma following the term “Existing Term B
                Loan” and replacing it with “and”, and (2) deleting the text “and
                Additional Term B Loan”.

            


    

     

    
      	 	
              (V)

            	
              The
                defined
                term “Term
                B
                Loan Maturity Date”
shall
                be
                amended by deleting the date “November 10, 2013” and replacing it with the
                date “November 10, 2011”.

            


    

     

    
      	 	
              (ii)

            	
              Section
                1.03
                of the Credit Agreement (captioned “Accounting
                Principles”)
                shall be
                amended by amending and restating Section 1.03(b) as
                follows:

            


    

     

    “(b) References
      herein
      to “fiscal year”, “fiscal quarter” and “fiscal month” refer to such fiscal
      periods of Holdings.”

     

    
      	 	
              (iii)

            	
              Section
                2.01
                of the Credit Agreement (captioned “Amounts
                and Terms of Commitment and Loans”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                2.01(b) shall be amended by amending and restating the first two
                sentences
                of such Section as follows:

            


    

     

    “On
      the terms and
      subject to the conditions of this Agreement, each Revolving Lender severally
      agrees to advance to Holdings from time to time during the period beginning
      on
      the Effective Date and ending on the Revolving Loan Maturity Date such loans
      (each such loan, a “Revolving
      Loan”)
      in Dollars as
      Holdings may request under this Section 2.01(b);
provided,
however,
      that (i) after
      giving effect to any Borrowing of Revolving Loans, (A) the Effective Amount
      of
      all Revolving Loans and Swingline Loans and the Effective Amount of all L/C
      Obligations shall not exceed the combined Revolving Commitments of the Revolving
      Lenders, (B) the Effective Amount of the Revolving Loans of any Revolving Lender
      plus the participation of such Revolving Lender in the Effective Amount of
      all
      L/C Obligations and in the Effective Amount of all Swingline Loans shall not
      at
      any time exceed such Revolving Lender’s Revolving Commitment and (C) the
      Effective Amount of all Revolving Loans, Swingline Loans and L/C Borrowings
      shall not exceed the Borrowing Base then in effect. Within the limits of each
      Revolving Lender’s Revolving Commitment, and subject to the other terms and
      conditions hereof, Holdings may borrow under this Section
      2.01(b),
      prepay under
Section
      2.07
      and reborrow under
      this Section
      2.01(b).”

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              Section
                2.01(c) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(c) [Intentionally
      omitted.]”

     

    
      	 	
              (C)

            	
              Section
                2.01(d) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(d) [Intentionally
      omitted.]”

     

    
      	 	
              (iv)

            	
              Section
                2.06
                of the Credit Agreement (captioned “Swingline
                Loans”)
                shall be
                amended by (A) deleting the Dollar amount “Thirty Million Dollars
                ($30,000,000)” and replacing it with the Dollar amount “Ten Million
                Dollars ($10,000,000)” and (B) amending and restating the proviso in
                the first sentence thereof as
                follows:

            


    

     

    “provided
      that at no time
      shall (i) the sum of the Effective Amount of all Swingline Loans
plus
      the Effective
      Amount of all Revolving Loans plus
      the Effective
      Amount of all L/C Obligations exceed the combined Revolving Commitments of
      the
      Revolving Lenders, (ii) the Effective Amount of all Swingline Loans exceed
      the Swingline Commitment and (iii) the Effective Amount of all Revolving Loans,
      Swingline Loans and L/C Borrowings exceed the Borrowing Base then in
      effect.”

     

    
      	 	
              (v)

            	
              Section
                2.08
                of the Credit Agreement (captioned “Mandatory
                Prepayments of Loans; Mandatory Commitment Reductions”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                2.08(a)(iii) shall be amended by deleting the Dollar amount “$50,000,000”
                in each place where it appears in such Section and replacing it in
                each
                instance with the Dollar amount
“$1,000,000”.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              Section
                2.08(a)(v) shall be amended by (1) deleting the proviso from the
                first
                sentence thereof and (2) re-designating such Section as Section
                2.08(a)(vii).

            


    

     

    
      	 	
              (C)

            	
              A
                new Section
                2.08(a)(v) and a new Section 2.08(a)(vi) shall be inserted as
                follows:

            


    

     

    “(v) If
      at any time the
      Effective Amount of all Revolving Loans and Swingline Loans plus
      the Effective
      Amount of all L/C Borrowings exceeds the Borrowing Base then in effect, Holdings
      shall immediately, and without notice or demand, prepay the outstanding
      principal amount of the Revolving Loans, Swingline Loans and L/C Borrowings
      by
      an amount equal to the applicable excess.”

     

    “(vi) Unless
      waived by
      the Majority Lenders in each instance, upon the receipt of Net Issuance Proceeds
      in respect of the issuance and sale of any Equity Securities by Holdings or
      any
      Subsidiary, Holdings shall, within one Business Day of Holdings’ or such
      Subsidiary’s receipt of the proceeds thereof, prepay the outstanding principal
      amount of the Term B Loans in an amount equal to 100% of the Net Issuance
      Proceeds therefrom.”

     

    
      	 	
              (D)

            	
              Section
                2.08(b)(iii) shall be amended deleting the text “Section
                2.01(a)(iii)
                or
                2.01(a)(iv)”
from
                the
                fourth line and replacing it with “Section
                2.01(a)(iii),
                2.01(a)(iv),
                2.01(a)(v)
                or
                2.01(a)(vi)”.

            


    

     

    
      	 	
              (vi)

            	
              Section
                2.10
                of the Credit Agreement (captioned “Interest”)
                shall be
                amended by amending Section 2.10(c) to delete the text “Revolving Loans
                consisting of” from the seventh line
                thereof.

            


    

     

    
      	 	
              (vii)

            	
              Section
                2.11
                of the Credit Agreement (captioned “Fees”)
                shall be
                amended by amending Section 2.11(a) to (A) delete the word “and”
                immediately prior to clause (iv) and replacing it with a comma, and
                (B)
                inserting a new clause (v) immediately prior to the parenthetical
                at the
                end of such Section as follows: “and (v) that certain letter agreement
                among Holdings, Wells Fargo and JPMorgan Chase Bank, N.A. dated February
                12, 2008”.

            


    

     

    
      	 	
              (viii)

            	
              Section
                3.03
                of the Credit Agreement (captioned “Risk
                Participations, Drawings and Reimbursements”)
                shall be
                amended by (A) amending Section 3.03(b) to delete the text “Revolving
                Loans consisting of” from the last line thereof and (B) amending Section
                3.03(d) to delete the text “Revolving Loans consisting of” from the sixth
                line thereof.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ix)

            	
              Section
                5.02
                of the Credit Agreement (captioned “Conditions
                to each Subsequent Effective Date”)
                shall be
                amended and restated in its entirety as
                follows:

            


    

     

    “5.02 [Intentionally
      omitted.]”

     

    
      	 	
              (x)

            	
              Section
                6.13
                of the Credit Agreement shall be amended by adding a new Section
                6.13(c)
                to the Credit Agreement as follows:

            


    

     

    “(c) Each
      Mortgage, when
      delivered in accordance with Section 7.15,
      (i) is effective
      to grant to the Administrative Agent for the benefit of the Lenders a legal,
      valid and enforceable deed of trust/mortgage Lien on all the right, title and
      interest of the mortgagor under such Mortgage in the Mortgaged Property
      described therein, (ii) was duly recorded in the real property records of the
      county listed on the schedule to such Mortgage and the mortgage recording fees
      and taxes in respect thereof were paid and compliance was otherwise had with
      the
      formal requirements of state law applicable to the recording of real estate
      mortgages generally, and (iii) creates a legal, valid, enforceable and perfected
      first priority Lien on the Mortgaged Property encumbered thereby, subject to
      no
      other Liens, except as noted in the title policies in respect thereof delivered
      to the Administrative Agent pursuant to Section 7.15
      and Permitted
      Liens. In addition, financing statements have been filed in the offices
      specified in each such Mortgage thereby creating a legal, valid, enforceable
      and
      perfected first Lien on all right, title and interest of Holdings or such
      Subsidiary under such Mortgage in all personal property and fixtures which
      is
      covered by such Mortgage, subject to no other Liens, except as noted in the
      title policies delivered to the Administrative Agent pursuant to Section 7.15
      and Permitted
      Liens.”

     

    
      	 	
              (xi)

            	
              A
                new Section
                6.22 shall be added to the Credit Agreement as
                follows:

            


    

     

    “6.22 Real
      Property.
Schedule 6.22
      contains a
      complete listing of all real property owned in fee simple by Holdings and each
      other Loan Party as of the First Amendment Effective Date.”

     

    
      	 	
              (xii)

            	
              Section
                7.01
                of the Credit Agreement (captioned “Financial
                Statements”)
                shall be
                amended by (A) deleting the word “and” at the end of Section 7.01(b), (B)
                re-designating Section 7.01(c) as Section 7.01(d) and (C) inserting
                a new
                Section 7.01(c) as follows:

            


    

     

    “(c) as
      soon as
      available, but not later than thirty (30) days after the end of each fiscal
      month, (i) a copy of the unaudited consolidated balance sheet of Holdings and
      its Subsidiaries as of the end of such month and the related consolidated
      statements of income and cash flows for the period commencing on the first
      day
      and ending on the last day of such month, and certified by a Responsible Officer
      of Holdings as fairly presenting in accordance with GAAP (subject to year-end
      audit adjustments, quarterly accounting adjustments and the absence of
      footnotes), the consolidated financial position and the results of operations
      and cash flows of Holdings and the Subsidiaries, (ii) a management commentary
      in
      respect of the financial condition and results of operations of Holdings and
      its
      Subsidiaries for such fiscal month for which financial statements have then
      been
      delivered in accordance with the preceding clause (i), and (iii) an updated
      consolidated financial forecast for Holdings and its Subsidiaries for the then
      current fiscal month and each fiscal month thereafter through November 10,
      2011,
      including forecasted consolidated balance sheets and consolidated statements
      of
      income and cash flows of Holdings and its Subsidiaries, which forecast shall
      (A)
      state the assumptions used in the preparation thereof, (B) compare Holdings
      actual financial results for the fiscal month then ended versus the consolidated
      financial forecast for such fiscal month delivered by Holdings to the
      Administrative Agent and the Lenders on or about the First Amendment Effective
      Date, (C) be otherwise in form satisfactory to the Administrative Agent, and
      (D)
      be accompanied by a certificate of a Responsible Officer of Holdings certifying
      that such financial projections represent Holdings’ reasonable good faith
      estimates and assumptions as to future performance, which Holdings believes
      to
      be fair and reasonable as of the time made in light of then current and
      reasonably foreseeable business conditions (it being understood that forecasts
      and projections by their nature involve approximations and uncertainties);
      and”

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xiii)

            	
              Section
                7.02
                of the Credit Agreement (captioned “Certificates;
                Other Information”)
                shall be
                amended by (A) deleting the word “and” at the end of Section 7.02(i), (B)
                re-designating Section 7.02(j) as Section 7.02(k) and (C) inserting a
                new Section 7.02(j) as
                follows:

            


    

     

    “(j) not
      later than 30
      days after the end of each fiscal month, a completed Borrowing Base Certificate
      setting forth the calculation of the Borrowing Base as of the close of business
      on the last day of such month then most recently ended, certified by a
      Responsible Officer of Holdings; and”

     

    
      	 	
              (xiv)

            	
              Section
                7.10
                of the Credit Agreement (captioned “Inspections
                of Property and Books and Records”)
                shall be
                amended by amending and restating Section 7.10(b) in its entirety
                as
                follows:

            


    

     

    “(b) Without
      limiting
      the generality of Section 7.10(a),
      as frequently as
      the Majority Lenders may deem appropriate, each of Holdings and the Company
      will
      provide Administrative Agent or its designees access to Holdings’, the Company’s
      and the Subsidiaries’ records and premises and allow auditors or appraisers to
      conduct audits and appraisals of Holdings’ and its Subsidiaries’ property,
      plant, equipment, inventory and accounts, including the Accounts. Holdings
      shall
      pay all reasonable fees and expenses of (i) the first such audit and appraisal
      to be completed after the First Amendment Effective Date and (ii) one such
      audit
      and appraisal in any 12-month period thereafter; provided,
however,
      that during the
      existence of any Event of Default, Holdings shall pay all reasonable fees and
      expenses of each such audit and appraisal.”

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xv)

            	
              Section
                7.12
                of the Credit Agreement (captioned “Use
                of
                Proceeds”)
                shall be
                amended and restated in its entirety as
                follows:

            


    

     

    “7.12 Use
      of
      Proceeds.
      Holdings shall,
      directly or indirectly, use the proceeds of the Loans solely for working capital
      and other general corporate purposes not in contravention of any Requirement
      of
      Law or of any Loan Document.”

     

    
      	 	
              (xvi)

            	
              Section
                7.13
                of the Credit Agreement (captioned “Additional
                Guarantors”)
                shall be
                amended by (A) deleting the word “and” at the end of clause (A) of Section
                7.13(a)(iii), (B) replacing the period at the end of clause (B) of
                Section
                7.13(a)(iii) with the text “; and” and (C) inserting a new clause (C) at
                the end of Section 7.13(a)(iii) as
                follows:

            


    

     

    “(C)
      if requested
      by the Administrative Agent, within ninety (90) days of such request (or such
      later date as the Administrative Agent may approve in its discretion), such
      Mortgages and other documents as may be required to create and perfect a Lien
      in
      the interests of such Subsidiary in any real property owned in fee simple by
      such Subsidiary having a fair market value or book value at the time of the
      incorporation, creation or acquisition of such Subsidiary of greater than
      $1,000,000, and such title insurance policies and other documents as the
      Administrative Agent or the Majority Lenders may reasonably request in
      connection therewith.”

     

    
      	 	
              (xvii)

            	
              Section
                7.15
                of the Credit Agreement (captioned “Further
                Assurances”)
                shall be
                amended by (A) deleting Section 7.15(c), (B) re-designating Section
                7.15(b) as Section 7.15(c), and (C) inserting a new Section 7.15(b)
                as follows:

            


    

     

    “(b) (i)
      Within 120 days
      following the First Amendment Effective Date (or such later date as the
      Administrative Agent may approve in its discretion), Holdings shall deliver
      to
      the Administrative Agent a Mortgage, in form and substance satisfactory to
      the
      Administrative Agent, in respect of the real property listed on Part A of
Schedule
      6.22,
      duly executed by
      the Administrative Agent and the record owner of the real property encumbered
      thereby (such execution to be duly acknowledged by a notary public) and in
      proper form for recording in the real estate records of the county in which
      such
      real property is located, together with such title insurance policies, insurance
      endorsements, surveys (if required in the discretion of the Administrative
      Agent
      or the Majority Lenders), appraisals, consents, estoppels, subordination
      agreements and other documents and other instruments as the Administrative
      Agent
      or the Majority Lenders shall request. (ii) If at any time after the First
      Amendment Effective Date, Holdings or any other Loan Party shall become the
      owner in fee simple of any real property having a fair market value or book
      value in excess of $1,000,000, then Holdings shall promptly, and in any event
      within ninety (90) days following the acquisition of such real property (or
      such
      later date as the Administrative Agent may approve in its discretion), deliver
      to the Administrative Agent a Mortgage, in form and substance satisfactory
      to
      the Administrative Agent, in respect of such real property, duly executed by
      the
      Administrative Agent and the record owner of the real property encumbered
      thereby (such execution to be duly acknowledged by a notary public) and in
      proper form for recording in the real estate records of the county in which
      such
      real property is located, together with such title insurance policies, insurance
      endorsements, surveys (if required in the discretion of the Administrative
      Agent
      or the Majority Lenders), appraisals, consents, estoppels, subordination
      agreements and other documents and other instruments as the Administrative
      Agent
      or the Majority Lenders shall request. Schedule 6.22
      shall be deemed
      amended to include as Mortgaged Property all real property as to which a
      Mortgage is delivered to the Administrative Agent as provided in this
Section 7.15(b)(ii).”


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xviii)

            	
              A
                new Section
                7.17 shall be added to the Credit Agreement as
                follows:

            


    

     

    “7.17 Appraisals.
      Holdings shall
      deliver, not later than 120 days following the First Amendment Effective Date
      (or such later date as the Administrative Agent may approve in its discretion),
      appraisals, in form and substance satisfactory to the Administrative Agent
      and
      the Majority Lenders, of each of the Mortgaged Properties having a fair market
      value or book value in excess of $2,000,000.”

     

    
      	 	
              (xix)

            	
              Section
                8.01
                of the Credit Agreement (captioned “Limitation
                on Liens”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                8.01(a)(i) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(i) any
      Lien existing
      on the First Amendment Effective Date set forth in Schedule
      8.01,
provided
      that (a) such Lien
      (including any Lien securing Permitted Refinancing Indebtedness) shall not
      attach to any property or asset of Holdings or any Subsidiary other than the
      property or asset originally so encumbered on the First Amendment Effective
      Date
      and (b) such Lien shall secure only those obligations that it secures on the
      First Amendment Effective Date and Permitted Refinancing Indebtedness in respect
      thereof;”

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              Section
                8.01(a)(xiv) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(xiv) [Intentionally
      omitted.]”

     

    
      	 	
              (xx)

            	
              Section
                8.02
                of the Credit Agreement (captioned “Disposition
                of Assets”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                8.02(f) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(f) [Intentionally
      omitted.]”

     

    
      	 	
              (B)

            	
              Section
                8.02(h) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(h) dispositions
      not
      otherwise permitted hereunder which are made for Fair Market Value (as
      determined in good faith by Holdings); provided
      that (i) at
      the time of any disposition, no Event of Default shall exist or shall result
      from such disposition, (ii) 100% of the aggregate purchase price for such
      disposition shall be paid in cash, (iii) no disposition by Holdings of any
      of its equity interest in the Company or SelectBuild Construction, Inc. shall
      be
      permitted hereunder, and (iv) the Net Proceeds of such disposition shall be
      applied in accordance with Section 2.08(a)(iii).”

     

    
      	 	
              (xxi)

            	
              Section
                8.03
                of the Credit Agreement (captioned “Consolidation
                and Mergers”)
                shall be
                amended by amending and restating Section 8.03(d) as
                follows:

            


    

     

    “(d) [Intentionally
      omitted.]”

     

    
      	 	
              (xxii)

            	
              Section
                8.04
                of the Credit Agreement (captioned “Loans
                and
                Investments”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                8.04(c) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(c) (i)
      Investments by
      Holdings and its Subsidiaries in the equity interests of their respective
      Subsidiaries outstanding on the First Amendment Effective Date,
      (ii) additional Investments by Holdings and its Subsidiaries that are Loan
      Parties in other Loan Parties (other than Holdings) and (iii) additional
      Investments by Subsidiaries of Holdings that are not Loan Parties in other
      Subsidiaries that are not Loan Parties;”

     

    
      	 	
              (B)

            	
              Section
                8.04(d) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(d) Loans,
      advances and
      other extensions of credit by Holdings or any Loan Party to any Subsidiary
      that
      is not a Loan Party outstanding on the First Amendment Effective Date and set
      forth on Schedule 8.04(d);”

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (C)

            	
              Section
                8.04(e) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(e) (i)
      Investments
      constituting Minority Investments existing on the First Amendment Effective
      Date
      set forth on Schedule
      8.04(e)(i),
      and (ii)
      Investments in respect of exercised Put Obligations existing on the First
      Amendment Effective Date and set forth on Schedule
      8.04(e)(ii);”

     

    
      	 	
              (D)

            	
              Section
                8.04(g) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(g) Officer,
      shareholder, director and employee loans and guarantees in accordance with
      applicable law and with Holdings’ and its Subsidiaries’ usual and customary
      practices with respect thereto in an aggregate amount not exceeding $1,000,000
      at any time outstanding;”

     

    
      	 	
              (xxiii)

            	
              Section
                8.05
                of the Credit Agreement (captioned “Limitation
                on Indebtedness”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                8.05(c) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(c) Indebtedness
      existing on the First Amendment Effective Date set forth on Schedule
      8.05
      and any Permitted
      Refinancing Indebtedness in respect thereof;”

     

    
      	 	
              (B)

            	
              Section
                8.05(d) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(d) (i)
      Indebtedness
      secured by Liens permitted by clauses (ix), (x) and (xi) of Section
      8.01(a)
      outstanding on the
      First Amendment Effective Date and set forth on Schedule
      8.05(d),
      together with
      Permitted Refinancing Indebtedness in respect thereof; and
      (ii) Indebtedness incurred after the First Amendment Effective Date secured
      by Liens permitted by clauses (x) or (xi) of Section 8.01(a) in an
      aggregate principal amount not to exceed $5,000,000 at any time
      outstanding;”

     

    
      	 	
              (C)

            	
              Section
                8.05(i) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(i) [Intentionally
      omitted.]”

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (D)

            	
              The
                last
                paragraph of Section 8.05 shall be amended and restated in its entirety
                as
                follows:

            


    

     

    “Notwithstanding
      anything to the contrary in this Section 8.05,
      the Indebtedness
      of all Subsidiaries that are not Guarantors which is otherwise permitted under
      this Section 8.05
      shall be limited
      to (i) such Indebtedness outstanding on the First Amendment Effective Date
      and set forth on Schedule
      8.05A
      and (ii) any
      Indebtedness of such Subsidiaries at any time outstanding under Section
      8.05(f)
      or 8.05(d)(ii).”

     

    
      	 	
              (xxiv)

            	
              Section
                8.08
                of the Credit Agreement (captioned “Contingent
                Obligations”)
                shall be
                amended as follows:

            


    

     

    
      	 	
              (A)

            	
              Section
                8.08(e) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(e) Contingent
      Obligations of Holdings and its Subsidiaries existing as of the First Amendment
      Effective Date and set forth on Schedule
      8.08;”

     

    
      	 	
              (B)

            	
              Section
                8.08(f) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(f) Contingent
      Obligations with respect to Surety Instruments incurred in the ordinary course
      of business and not exceeding at any time $85,000,000 in aggregate principal
      amount in respect of Holdings and its Subsidiaries together;”

     

    
      	 	
              (C)

            	
              Section
                8.08(g) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(g) Contingent
      Obligations of Holdings with respect to Stock Price Guaranties existing on
      the
      First Amendment Effective Date set forth on Schedule
      8.08(g);”

     

    
      	 	
              (D)

            	
              Section
                8.08(h) shall be amended and restated in its entirety as
                follows:

            


    

     

    “(h) Contingent
      Obligations of Holdings and its Subsidiaries in respect of any Put Obligations
      existing on the First Amendment Effective Date set forth on Schedule
      8.04(e)(ii);”

     

    
      	
            	(xxv)	
              Section
                8.10
                of the Credit Agreement (captioned “Lease
                Obligations”)
                shall be
                amended and restated in its entirety as
                follows:

            


    

     

    “8.10 Lease
      Obligations.
      Holdings shall
      not, and shall not suffer or permit any Subsidiary to, create or suffer to
      exist
      any obligations for the payment of rent for any property under any Operating
      Lease which exceed an aggregate amount of $35,000,000 for all Operating Leases
      in any fiscal year.”

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
            	(xxvi)	
              Section
                8.11
                of the Credit Agreement (captioned “Restricted
                Payments”)
                shall be
                amended and restated in its entirety as
                follows:

            


    

     

    “8.11 Restricted
      Payments.
      Holdings shall
      not, and shall not suffer or permit any Subsidiary to, declare or make any
      dividend payment or other distribution of assets, properties, cash, rights,
      obligations or securities on account of any shares of any class of its capital
      stock or other equity interests (other than dividends or other distributions
      by
      a Subsidiary to Holdings or to a Subsidiary that is a Loan Party), or purchase,
      redeem or otherwise acquire for value any shares of its capital stock or other
      equity interests or any warrants, rights or options to acquire such shares
      or
      other equity interests, now or hereafter outstanding (collectively,
“Restricted
      Payments”);
      except that
      Holdings may:

     

    (a) declare
      and make
      dividend payments or other distributions payable solely in its common
      stock;

     

    (b) subject
      to
Section
      2.08(a)(vi),
      purchase, redeem
      or otherwise acquire shares of its common stock or warrants or options to
      acquire any such shares with the proceeds received from the substantially
      concurrent issue of new shares of its common stock;

     

    (c) allow
      any
      Non-Wholly Owned Subsidiary to make distributions to its owners (on a
pro rata
      basis);
      and

     

    (d) purchase
      shares of
      Holdings’ common stock either (1) for deposit into the 401(k) trust fund on
      behalf of Holdings’ employees by using funds obtained through employee payroll
      deductions of such employees, or (2) to the extent necessary to provide
      discounts to employees in connection with Holdings’ Employee Stock Purchase
      Plan.”

     

    
      	 	
              (xxvii)

            	
              Section
                8.14
                of the Credit Agreement (captioned “Sales
                and
                Leasebacks”)
                shall be
                amended by deleting the Dollar amount “$50,000,000” in the last line and
                replacing it with the Dollar amount
                “$10,000,000”.

            


    

     

    
      	 	
              (xxviii)

            	
              Section
                8.19
                of the Credit Agreement (captioned “Financial
                Covenants”)
                shall be
                amended and restated in its entirety as follows:
                

            


    

     

    “8.19 Financial
      Covenants.


     

    (a) Holdings
      shall not
      permit its Consolidated Net Worth as of the last day of any fiscal quarter
      to be
      less than (i) $200,000,000, plus
      (ii) 50% of
      Consolidated Net Income for each fiscal quarter (without giving effect to any
      net loss for any such period) ending after the First Amendment Effective Date
      plus
      (iii) 50% of all
      Net Issuance Proceeds for all issuances of equity by Holdings and its
      Subsidiaries completed in any fiscal quarter ending after the First Amendment
      Effective Date.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Holdings
      shall not
      permit, as at the end of any fiscal quarter, measured on a consolidated basis
      for Holdings and its Subsidiaries for the period of four fiscal quarters ended
      on such date, the ratio of (i) EBITDA to (ii) Interest Expense to be less than
      the following amounts for the respective periods set forth below:

     

    
      	
              Period

            	 	
              Interest
                Coverage Ratio

            
	
              December
                31,
                2008

            	 	
              1.00:1.00

            
	
              January
                1,
                2009 through and including March 31, 2009

            	 	
              1.25:1.00

            
	
              April
                1, 2009
                through June 30, 2009

            	 	
              1.75:1.00

            
	
              July
                1, 2009
                and thererafter

            	 	
              2.50:1:00

            


    

     

    (c) Holdings
      shall not
      permit, as at the end of any fiscal quarter, EBITDA, measured on a consolidated
      basis for Holdings and its Subsidiaries for the respective periods set forth
      below, to be less than the following amounts for the respective periods set
      forth below:

     

    
      	
              Period

            	 	
              Minimum
                EBITDA

            	 
	
              Quarter
                ending March 31, 2008

            	 	 	
              ($8,000,000

            	
              )

            
	
              Quarter
                ending June 30, 2008

            	 	
              $

            	
              11,000,000

            	 
	
              Quarter
                ending September 30, 2008

            	 	
              $

            	
              21,000,000

            	 
	
              Quarter
                ending December 31, 2008

            	 	
              $

            	
              8,000,000

            	 
	
              Four
                consecutive quarters ending March 31, 2009

            	 	
              $

            	
              51,000,000

            	 
	
              Four
                consecutive quarters ending June 30, 2009

            	 	
              $

            	
              67,000,000

            	 
	
              Four
                consecutive quarters ending September 30, 2009

            	 	
              $

            	
              83,000,000

            	 
	
              Four
                consecutive quarters ending December 31, 2009

            	 	
              $

            	
              98,000,000

            	 
	
              Four
                consecutive quarters ending March 31, 2010

            	 	
              $

            	
              100,000,000

            	 
	
              Four
                consecutive quarters ending June 30, 2010

            	 	
              $

            	
              105,000,000

            	 
	
              Four
                consecutive quarters ending September 30, 2010

            	 	
              $

            	
              110,000,000

            	 
	
              Four
                consecutive quarters ending December 31, 2010

            	 	
              $

            	
              115,000,000

            	 
	
              Four
                consecutive quarters ending March 31, 2011

            	 	
              $

            	
              120,000,000

            	 
	
              Four
                consecutive quarters ending June 30, 2011 and ending the last day
                of each
                quarter thereafter

            	 	
              $

            	
              125,000,000”

            	 


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxix)

            	
              A
                new Section
                8.21 shall be added to the Credit Agreement as
                follows:

            


    

     

    “8.21 Capital
      Expenditures.
      Holdings shall
      not, and shall not permit any of its Subsidiaries to, make any Capital
      Expenditures in excess of, on a consolidated basis, in any fiscal year the
      following amounts for the respective periods set forth below:

     

    
      	
              Period

            	 	
              CapEx
                Limit

            	 
	
              Fiscal
                2008

            	 	
              $

            	
              25,000,000

            	 
	
              Fiscal
                2009

            	 	
              $

            	
              35,000,000

            	 
	
              Fiscal
                2010

            	 	
              $

            	
              40,000,000

            	 
	
              Fiscal
                2011

            	 	
              $

            	
              45,000,000”

            	 


    

     

    
      	 	
              (xxx)

            	
              Section
                10.09
                of the Credit Agreement (captioned “Collateral
                Matters”)
                shall be
                amended by inserting immediately before the period at the end of
                Section
                10.09(c) the following text: “other than the Mortgaged Properties
                described in the Mortgages”.

            


    

     

    
      	 	
              (xxxi)

            	
              Section
                11.08
                of the Credit Agreement (captioned “Set
                off”)
                shall be
                amended by inserting immediately after the period at the end of such
                Section the following additional text:


            


    

     

    “NOTWITHSTANDING
      THE FOREGOING, NO LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT
      OF
      SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF
      HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS HELD OR MAINTAINED BY THE LENDER WITHOUT
      THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.”

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxxii)

            	
              Schedules
                8.01,
                8.05
                and
                8.08
                shall be
                amended and restated in the form of Schedules 8.01, 8.05 and 8.08
                attached
                hereto.

            


    

     

    
      	 	
              (xxxiii)

            	
              New
                Schedules
                6.22,
                8.04(d),
                8.04(e)(i),
                8.04(e)(ii),
                8.05(d),
                8.05A,
                and
                8.08(g)
                shall be
                added to the Credit Agreement in the form of Schedules 6.22, 8.04(d),
                8.04(e)(i), 8.04(e)(ii), 8.05(d), 8.05A, and 8.08(g) attached
                hereto.

            


    

     

    
      	 	
              (xxxiv)

            	
              A
                new Exhibit
                K shall be added to the Credit Agreement in the form of Exhibit K
                attached
                hereto.

            


    

     

    
      	 	
              (xxxv)

            	
              Annex
                I
                to the
                Credit Agreement (captioned “Pricing
                Grid”)
                shall be
                deleted in its entirety.

            


    

     

    (b) Waiver
      of
      Specified Defaults.
      Subject to the
      terms and conditions of this Amendment, the Majority Lenders hereby waive
      (i) the Specified Defaults and (ii) the Event of Default existing as
      of immediately prior to the Effective Date resulting from Holdings’ violation of
      Section 8.08(f) of the Credit Agreement, such waivers to be effective upon
      the
      Effective Date.

     

    (c) References
      Within Credit Agreement.
      Each reference in
      the Credit Agreement to “this Agreement” and the words “hereof,” “herein,”
“hereunder,” or words of like import, shall mean and be a reference to the
      Credit Agreement as amended by this Amendment.

     

    SECTION
      3 Conditions
      of
      Effectiveness.
      The effectiveness
      of Section 2
      of this Amendment
      shall be subject to the satisfaction of each of the following conditions
      precedent (the date on which such conditions are satisfied, the “Effective
      Date”):

     

    (a) Execution.
      The
      Administrative Agent shall have received (i) from Holdings, the Company and
      each other Guarantor a duly executed original of this Amendment (or, if elected
      by the Administrative Agent, a facsimile or PDF copy of such executed Amendment)
      and (ii) from the Majority Lenders duly executed original written consents
      to this Amendment (or, if elected by the Administrative Agent, facsimile or
      PDF
      copies of such executed consents) authorizing the Administrative Agent to
      execute and deliver this Amendment on the Majority Lenders’ behalf.

     

    (b) Certain
      Collateral Documents.
      The
      Administrative Agent shall have received each of the following in form and
      substance reasonably satisfactory to the Administrative Agent and the Majority
      Lenders:

     

    
      	 	
              (i)

            	
              the
                results,
                dated as of a recent date prior to the Effective Date, of searches
                conducted in the UCC filing records in each of the governmental offices
                in
                each jurisdiction in which any Loan Party is organized confirming
                that the
                Liens on the Collateral granted to the Administrative Agent on behalf
                of
                the Lenders and the other Secured Parties (as defined in the Security
                Agreement) are subject to no Liens other than Permitted
                Liens;

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              if
                requested
                by the Administrative Agent, a control agreement for each bank at
                which
                any Loan Party maintains a deposit account, each appropriately completed,
                duly executed by such Loan Party, the Administrative Agent and the
                depositary bank to which addressed;

            


    

     

    
      	 	
              (iii)

            	
              appropriate
                documents for filing with the United States Patent and Trademark
                Office
                and United States Copyright Office and all other filings necessary
                to
                perfect the security interests in the Intellectual Property Collateral
                (as
                defined in the Security Agreement) granted to the Administrative
                Agent
                under the Collateral Documents, all appropriately completed and duly
                executed by each Loan Party and, where appropriate,
                notarized;

            


    

     

    
      	 	
              (iv)

            	
              to
                the extent
                not previously delivered pursuant to the Credit Agreement, all
                certificates and instruments representing the Pledged Collateral,
                together
                with stock powers or other appropriate instruments of transfer executed
                in
                blank with signatures guaranteed, as the Administrative Agent may
                specify;
                and

            


    

     

    
      	 	
              (v)

            	
              such
                other
                documents, instruments and agreements as the Administrative Agent
                may
                reasonably request to establish and perfect the Liens granted to
                the
                Administrative Agent or any Lender under the Collateral
                Documents.

            


    

     

    (c) Insurance
      Policies.
      Evidence that the
      Administrative Agent has been named as loss payee under all policies of casualty
      insurance under a Form 438BFU or other standard lender’s loss payable
      endorsement and as additional insured under all policies of liability insurance
      required in accordance with Section 7.06 of the Credit Agreement and the
      Collateral Documents, together with a certificate of insurance as to all
      insurance coverage on the properties of Holdings and its
      Subsidiaries.

     

    (d) Legal
      Opinion.
      The
      Administrative Agent shall have received an opinion of Gibson, Dunn &
Crutcher LLP, counsel to Holdings, dated the Effective Date, addressed to the
      Administrative Agent and the Lenders, covering such legal matters concerning
      Holdings, the Guarantors, this Amendment and the Loan Documents as the
      Administrative Agent or any Lender may reasonably request.

     

    (e) Financial
      Statements.
      The
      Administrative Agent shall have received (i) a copy of the unaudited
      consolidated balance sheet of Holdings and its Subsidiaries as at December
      31,
      2007, and the related consolidated statements of income or operations,
      shareholders’ equity and cash flows for the fiscal year then ended, certified by
      a Responsible Officer of Holdings as being complete and accurate in all material
      respects and fairly presenting, in accordance with GAAP (subject to year-end
      audit adjustments and the absence of footnotes), the consolidated financial
      position and the results of operations and cash flows of Holdings and the
      Subsidiaries, and (ii) such other financial information as the Administrative
      Agent or any Lender may reasonably request.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (f) Borrowing
      Base
      Certificate. The
      Administrative
      Agent shall have received a completed Borrowing Base Certificate calculating
      the
      Borrowing Base as of the close of business on January 31, 2008, certified by
      a
      Responsible Officer of Holdings.

     

    (g) Supplement
      to
      Security Agreement.
      The
      Administrative Agent shall have received a supplement to the Security Agreement
      duly executed by the parties thereto attaching updated Schedules to the Security
      Agreement as of the Effective Date.

     

    (h) Officer’s
      Certificate.
      The
      Administrative Agent shall have received a certificate of the chief executive
      officer or chief financial officer of Holdings, addressed to the Administrative
      Agent and the Lenders and dated the Effective Date, certifying
      that:

     

    
      	 	
              (i)

            	
              The
                representations and warranties set forth in Article VI of the Credit
                Agreement and in the other Loan Documents are true and correct in
                all
                material respects as of such date (except for such representations
                and
                warranties made as of a specified date, which shall be true and correct
                in
                all material respects as of such date); provided,
                however,
                that the
                foregoing qualifying provision “in all material respects” shall not be
                applicable to any representations and warranties which are already
                subject
                to the same or similar
                qualifications;

            


    

     

    
      	 	
              (ii)

            	
              After
                giving
                effect to this Amendment, no Default or Event of Default has occurred
                and
                is continuing as of such date; and

            


    

     

    
      	 	
              (iii)

            	
              After
                giving
                effect to this Amendment, no event or circumstance has occurred since
                December 31, 2005, that has resulted or could reasonably be expected
                to
                result in a Material Adverse
                Effect;

            


    

     

    (i) Good
      Standing
      Certificates.
      The
      Administrative Agent shall have received a good standing certificate, as of
      a
      date reasonably prior to the Effective Date as is determined by the
      Administrative Agent in good faith, for each Loan Party from the Secretary
      of
      State (or similar, applicable Governmental Authority) of its state of
      incorporation or formation.

     

    (j) Secretary’s
      Certificate.
      The
      Administrative Agent shall have received a certificate of the Secretary or
      Assistant Secretary of each Loan Party, dated as of the Effective Date,
      certifying:

     

    
      	 	
              (i)

            	
              that
                attached
                thereto are the Organizational Documents of each Loan Party as in
                effect
                on the Effective Date, certified by the Secretary or Assistant Secretary
                of such Person as of the Effective Date, or a certification by such
                Secretary or Assistant Secretary that the Organization Documents
                of such
                Loan Party delivered to the Administrative Agent on the “Effective Date”
                of the Credit Agreement on November 10, 2006 or, if later, on the
                Additional Guarantor Accession Date on which any Subsidiary became
                a
                Guarantor are in full force and effect and have not been amended,
                supplemented or modified; 

            


    

     

    
      	 	
              (ii)

            	
              that
                attached
                thereto are true and correct copies of the resolutions of the board
                of
                directors of such Loan Party (or other similar enabling action of
                each
                Loan Party that is not a corporation) authorizing the transactions
                contemplated hereby, and that such resolutions are in full force
                and
                effect and have not been amended, supplemented or modified;
                and

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (iii)

            	
              the
                names,
                titles and true signatures of the officers of such Loan Party authorized
                to execute, deliver and perform, as applicable, this Amendment and
                all
                other Loan Documents to be delivered by it
                hereunder.

            


    

     

    (k) Fees
      and
      Expenses.
      Holdings shall
      have paid (i) all fees due and payable on the Effective Date under that certain
      letter agreement dated February 12, 2008, by and among Holdings, Wells Fargo
      and
      JPMorgan Chase Bank, N.A. and (ii) all invoiced costs and expenses then due
      in
      accordance with Section 8(e) below.

     

    (l) Material
      Adverse
      Effect.
      On and as of the
      Effective Date, after giving effect to this Amendment, no event or circumstance
      shall have occurred since December 31, 2005, that has resulted or could
      reasonably be expected to result in a Material Adverse Effect.

     

    (m) Representations
      and Warranties; No Default.
      On the Effective
      Date, after giving effect to this Amendment:

     

    
      	 	
              (i)

            	
              the
                representations and warranties contained in Section 5 hereof shall
                be true
                and correct in all material respects as of such date (except for
                such
                representations and warranties made as of a specified date, which
                shall be
                true and correct in all material respects as of such date); provided,
                however,
                that the
                foregoing qualifying provision “in all material respects” shall not be
                applicable to any representations and warranties which are already
                subject
                to the same or similar qualifications;
                and

            


    

     

    
      	 	
              (ii)

            	
              no
                Default or
                Event of Default shall have occurred and be
                continuing.

            


    

     

    (n) Additional
      Documents.
      The
      Administrative Agent shall have received, in form and substance reasonably
      satisfactory to it, such additional approvals, documents, evidence of insurance,
      collateral access agreements and other information as the Administrative Agent
      or any Lender (through the Administrative Agent) may reasonably
      request.

     

    SECTION
      4 Reduction
      of
      Revolving Commitments.
      On the Effective
      Date, the Aggregate Revolving Commitment shall be reduced from $500,000,000
      to
      $200,000,000, and the Revolving Commitments of the Revolving Lenders shall
      be
      reduced pro rata according to their respective Revolving Proportionate Shares.
      All accrued Commitment Fees to, but not including, the Effective Date shall
      be
      paid on the Effective Date to the Administrative Agent for the account of the
      Revolving Lenders.

     

    SECTION
      5 Representations
      and Warranties.
      To induce the
      Lenders to enter into this Amendment, Holdings, the Company and each other
      Loan
      Party hereby represents and warrants to the Administrative Agent and the Lenders
      that all representations and warranties made by each such Person in Article
      VI
      of the Credit Agreement and in the other Loan Documents are true and correct
      on
      and as of the date hereof, after giving effect to this Amendment.  For the
      purposes of this Section 5, (i) each reference in Article VI of
      the Credit Agreement to “this Agreement,” and the words “hereof,” “herein,”
“hereunder,” or words of like import in such Article, shall mean and be a
      reference to the Credit Agreement as amended by this Amendment, and each
      reference in such Article to “the Loan Documents” shall mean and be a reference
      to the Loan Documents as amended as contemplated hereby,
      (ii) Section 6.11 of the Credit Agreement shall be deemed
      instead to refer to the last day of the most recent fiscal quarter and fiscal
      year for which financial statements have then been delivered, and (iii) any
      representations and warranties which relate solely to an earlier date shall
      not
      be deemed confirmed and restated as of the date hereof (provided that
      such representations and warranties shall be true and correct as of such earlier
      date).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    SECTION
      6 Reaffirmation
      of
      Liens and Guarantees.

     

    (a) Each
      Loan Party
      hereby reaffirms that the Liens granted to the Administrative Agent, for itself
      and on behalf of and for the ratable benefit of the other Secured Parties,
      under
      the Security Agreement and the other Collateral Documents remain in full force
      and effect and constitute, and shall constitute on and after the Effective
      Date,
      valid and perfected Liens on the Collateral (subject only to Permitted Liens)
      to
      secure the Secured Obligations. As used herein, “Secured Parties” and “Secured
      Obligations” shall have the meanings given to such terms in the Security
      Agreement, and, for the avoidance of doubt, the term “Secured Obligations” as
      used in this Amendment, the Credit Agreement as amended hereby and the other
      Loan Documents includes, without limitation, all Secured Obligations arising
      under or in connection with this Amendment and the Credit Agreement as amended
      by this Amendment.

     

    (b) Each
      of the
      undersigned Guarantors, in its capacity as a Guarantor, does hereby consent
      to
      this Amendment and to the documents and agreements referred to herein, and
      nothing herein shall in any way limit any of the terms or provisions of the
      Guaranty of such Guarantor or the Collateral Documents executed by such
      Guarantor or any other Loan Document executed by such Guarantor (as the same
      may
      be amended from time to time), all of which are hereby ratified and affirmed
      in
      all respects.

     

    SECTION
      7 Release.

     

    (a) Holdings
      and each
      other Loan Party hereby absolutely and unconditionally waives, releases, remises
      and forever discharges the Administrative Agent and the Lenders, and any and
      all
      of their respective participants, members, related funds, parent corporations,
      subsidiary corporations, affiliated corporations, insurers, indemnitors,
      successors and assigns thereof, together with all of the present and former
      directors, officers, agents and employees of any of the foregoing (each a
“Released
      Party”),
      from any and
      all claims, suits, investigations, proceedings, demands, obligations,
      liabilities, damages, losses, costs, expenses, or causes of action of any kind,
      nature or description, whether based in law, equity, contract, tort, implied
      or
      express warranty, strict liability, criminal or civil statute, common law,
      or
      under any state or federal law or otherwise, of any kind or character, known
      or
      unknown, past or present, liquidated or unliquidated, suspected or unsuspected,
      matured or unmatured, known or unknown, in each case, which Holdings or such
      other Loan Party has had, now has, or has made claim to have against any such
      Released Party for or by reason of any act, omission, matter, cause or thing
      whatsoever which relates, directly or indirectly to the Credit Agreement or
      any
      other Loan Document, provided,
however,
      that the
      foregoing shall not effect or otherwise constitute a release of any duties
      or
      obligations set forth in this Amendment, the Credit Agreement or the other
      Loan
      Documents. It is the intention of Holdings and each other Loan Party in
      providing this release that the same shall be effective as a bar to each and
      every claim, demand and cause of action specified, and in furtherance of this
      intention it waives and relinquishes all rights and benefits under Section
      1542
      of the Civil Code of the State of California (or any comparable provision of
      any
      other applicable law), which provides:

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
      KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
      DEBTOR.”

     

    Holdings
      and each
      other Loan Party acknowledges that it may hereafter discover facts different
      from or in addition to those now known or believed to be true with respect
      to
      such claims, demands, or causes of action and agrees that this instrument shall
      be and remain effective in all respects notwithstanding any such differences
      or
      additional facts. Holdings and each other Loan Party understands, acknowledges
      and agrees that the release set forth above may be pleaded as a full and
      complete defense and may be used as a basis for an injunction against any
      action, suit or other proceeding which may be instituted, prosecuted or
      attempted in breach of the provisions of such release.

     

    (b) Holdings
      and each
      other Loan Party, on behalf of itself and its successors, assigns, and other
      legal representatives, hereby absolutely, unconditionally and irrevocably,
      covenants and agrees with and in favor of each Released Party above that it
      will
      not sue (at law, in equity, in any regulatory proceeding or otherwise) any
      Released Party on the basis of any claim released, remised and discharged by
      such Person pursuant to the above release. Holdings and each other Loan Party
      further agrees that it shall not dispute the validity or enforceability of
      the
      Credit Agreement or any of the other Loan Documents or any of its obligations
      thereunder, or the validity, priority, enforceability or the extent of
      Administrative Agent’s Lien on any item of Collateral under the Credit Agreement
      or the other Loan Documents. If Holdings or any other Loan Party or any of
      its
      successors, assigns or other legal representations violates the foregoing
      covenant, such Person, for itself and its successors, assigns and legal
      representatives, agrees to pay, in addition to such other damages as any
      Released Party may sustain as a result of such violation, all reasonable
      attorneys’ fees and costs incurred by such Released Party as a result of such
      violation.

     

    SECTION
      8 Miscellaneous.

     

    (a) Notice.
      The
      Administrative Agent shall notify Holdings, the Company and the Lenders of
      the
      occurrence of the Effective Date and promptly thereafter distribute to Holdings,
      the Company and the Lenders copies of all documents delivered under Section 3
      of this
      Amendment.

     

    (b) Certain
      Consents.
      For purposes of
      determining compliance with the conditions specified in Section 3
      above, each Lender
      that has executed this Amendment shall be deemed to have consented to, approved
      or accepted, or to be satisfied with, each document or other matter either
      sent,
      or made available for inspection, by the Administrative Agent to such Lender
      for
      consent, approval, acceptance or satisfaction, or required thereunder to be
      consented to or approved by or acceptable or reasonably satisfactory to such
      Lender.

     

    (c) Credit
      Agreement
      Otherwise Not Affected.
      Except as
      expressly amended or waived as set forth in Section 2 above, and after giving
      effect to the reduction of the Revolving Commitments as set forth in Section
      4
      above, the Credit Agreement and the other Loan Documents shall remain unchanged
      and in full force and effect and are hereby ratified and confirmed in all
      respects. The Lenders’ and the Administrative Agent’s execution and delivery of,
      or acceptance of, this Amendment and any other documents and instruments in
      connection herewith (collectively, the “Amendment
      Documents”)
      shall not be
      deemed to create a course of dealing or otherwise create any express or implied
      duty by any of them to provide any other or further amendments, consents or
      waivers in the future.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (d) No
      Reliance.
      Each of Holdings,
      the Company and each other Guarantor hereby acknowledges and confirms to the
      Administrative Agent and the Lenders that it is executing this Amendment and
      the
      other Amendment Documents on the basis of its own investigation and for its
      own
      reasons without reliance upon any agreement, representation, understanding
      or
      communication by or on behalf of any other Person.

     

    (e) Costs
      and
      Expenses.
      Holdings agrees
      to pay to the Administrative Agent on demand the reasonable out-of-pocket costs
      and expenses of the Administrative Agent, and the reasonable fees and
      disbursements of counsel to the Administrative Agent, in connection with the
      negotiation, preparation, execution and delivery of this Amendment and any
      other
      documents to be delivered in connection herewith.

     

    (f) Binding
      Effect.
      This Amendment
      shall be binding upon, inure to the benefit of and be enforceable by Holdings,
      the Company and each other Guarantor, the Administrative Agent and each Lender
      and their respective successors and assigns.

     

    (g) Governing
      Law.
THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF CALIFORNIA.

     

    (h) Complete
      Agreement; Amendments.
      This Amendment,
      together with the other Amendment Documents and the other Loan Documents,
      contains the entire and exclusive agreement of the parties hereto and thereto
      with reference to the matters discussed herein and therein. This Amendment
      supersedes all prior commitments, drafts, communications, discussion and
      understandings, oral or written, with respect thereto. This Amendment may not
      be
      modified, amended or otherwise altered except in accordance with the terms
      of
Section 11.01
      of the Credit
      Agreement.

     

    (i) Severability.
      Whenever
      possible, each provision of this Amendment shall be interpreted in such manner
      as to be effective and valid under all applicable laws and regulations. If,
      however, any provision of this Amendment shall be prohibited by or invalid
      under
      any such law or regulation in any jurisdiction, it shall, as to such
      jurisdiction, be deemed modified to conform to the minimum requirements of
      such
      law or regulation, or, if for any reason it is not deemed so modified, it shall
      be ineffective and invalid only to the extent of such prohibition or invalidity
      without affecting the remaining provisions of this Amendment, or the validity
      or
      effectiveness of such provision in any other jurisdiction.

     

    (j) Counterparts.
      This Amendment
      may be executed in any number of counterparts and by different parties hereto
      in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute but one and the same
      instrument.

     

    (k) Loan
      Documents.
      This Amendment
      and the other Amendment Documents shall constitute Loan Documents.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    [Signature
      Pages Follow.]

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of
      the
      date first above written.

     

    
      	 	 	
               THE
                BORROWER

               

            
	 	
              BUILDING
                MATERIALS HOLDING
                CORPORATION

            
	 
 	 
 	 
 
	
            	

              By
                

            	 
	 	
              
                
Name:

            
	 	
              Title:

            
	 	 
	 	 THE
              GUARANTORS
	 	 
	 	BMC
              WEST CORPORATION
	 	 
	 	SELECTBUILD CONSTRUCTION,
              INC.
	 	 
	 	SELECTBUILD
              NORTHERN CALIFORNIA, INC.
	 	 
	 	SELECTBUILD
              DISTRIBUTION, INC.
	 	 
	 	C
              CONSTRUCTION, INC.
	 	 
	 	TWF
              CONSTRUCTION, INC.
	 	 
	 	H.N.R.
              FRAMING SYSTEMS INC.
	 	 
	 	SELECTBUILD,
              L.P.
	 	 
	 	SELECTBUILD SOUTHERN CALIFORNIA,
              INC.
	 	 
	 	SELECTBUILD
              NEVADA, INC.
	 	 
	 	SELECTBUILD
              ARIZONA, LLC
	 	 
	 	RIGGS
              PLUMBING, LLC
	 	 
	 	SELECTBUILD
              MID-ATLANTIC, LLC
	 	 
	 	SELECTBUILD
              FLORIDA, LLC
	 	 
	 	SELECTBUILD TRIM, LLC
	 	 
	 	KBI STUCCO, INC.
	 	 
	 	KBI WINDOWS, INC.
	 	 
	 	A-1 BUILDING COMPONENTS,
              LLC.


    

    
      	 	 	 
	
            	

              By

            	  
	 	
              
                
Name:

            
	 	
              Title:

            


    

     

    SIGNATURE
      PAGE 1
TO
      FIRST AMENDMENT TO SECOND AMENDED AND 

    RESTATED
      CREDIT
      AGREEMENT AND WAIVER

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              THE ADMINISTRATIVE
                AGENT

               

            
	 
 	 
 	
               WELLS
                FARGO
                BANK, NATIONAL 

              ASSOCIATION,
                as Administrative Agent
 

            
	
            	By	 
	 	
              
                
Name:

            
	 	
              Title:

            


       

      SIGNATURE
        PAGE 2
TO FIRST
        AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND
        WAIVER

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      K

     

    FORM
      OF
      BORROWING BASE CERTIFICATE

     

    WELLS
      FARGO BANK,
      NATIONAL ASSOCIATION,

    as
      Administrative Agent

    201
      3rd Street, 8th
      Floor

    San
      Francisco, CA
      94103

    Attention:
      Records
      Management MAC #A0187-084

    


    Ladies
      and
      Gentlemen:

    


    The
      undersigned
      Responsible Officer of Holdings, pursuant to Section 7.02(j)
      of that certain
      Second Amended and Restated Credit Agreement, dated as of November 10, 2006
      (the
“Credit
      Agreement”),
      by and among
(i)
      BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation (“Holdings”),
      as borrower,
      (ii) BMC WEST CORPORATION, a Delaware corporation (the “Company”),
      and certain
      other affiliates of Holdings, as guarantors, (iii) the Lenders party thereto,
      (iv) JPMORGAN CHASE BANK, N.A., as Documentation Agent, and (v) WELLS FARGO
      BANK, NATIONAL ASSOCIATION, as L/C Issuer, Swingline Lender, Joint Lead
      Arranger, Joint Book Manager and Administrative Agent (in such capacity, the
      “Administrative
      Agent”),
hereby
      certifies,
      solely in such capacity, to the Administrative Agent that (1) the information
      attached hereto as Exhibit A
      is true and
      correct as of the effective date of the calculation set forth thereon and (2)
      no
      Event of Default has occurred and is continuing on such date.

     

    All
      initially
      capitalized terms used in this Borrowing Base Certificate have the meanings
      set
      forth in the Credit Agreement unless specifically defined herein.

     

    
      	 	
              BUILDING
                MATERIALS HOLDING

              CORPORATION

            
	 	
            
	 	By: ______________________________
	 	Name: ___________________________
	 	Title: _____________________________



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    BORROWING
      BASE
      CALCULATION

    (BUILDING
      MATERIALS
      HOLDING CORPORATION)

    
       

    

    
      
        	
                Effective
                  Date of
                  Calculation: ____________________

              	 	 	 	 	 	 	 
	
                Borrowing
                  Base Calculation

              	 	 	 	 	 	 	 
	
                1.  Combined
                  Revolving Commitments of the Revolving
                  Lenders

              	 	
                $

              	
                200,000,000

              	 	 	 	 
	
                2.  Dollar
                  value of the Accounts measured at the end
                  of the most recently completed fiscal month

              	 	
                $

              	
                _________

              	 	 	 	 
	
                3.  Surety
                  bonds outstanding at the end of the most
                  recently completed fiscal month

              	 	
                $

              	
                _________

              	 	 	 	 
	
                4.  Surety
                  Bond Reserve (Item 3
                  times 50%)

              	 	
                $

              	
                _________

              	 	 	 	 
	
                5.  Item
                  2 minus Item
                  4

              	 	
                $

              	
                _________

              	 	 	 	 
	
                6.  Item
                  5 times
                  50%

              	 	
                $

              	
                _________

              	 	 	 	 
	
                7.  Maximum
                  Borrowing Base

              	 	
                $

              	
                100,000,000

              	 	 	 	 
	
                8.  Actual
                  Borrowing Base (Lowest amount among Items
                  1, 6, and 7)

              	 	 	 	 	
                $

              	
                _________

              	 
	
                9.  Amount
                  of Revolving and Swingline Loans at the
                  end of the most recently completed fiscal month

              	 	
                $

              	
                _________

              	 	 	 	 
	
                10.  Borrowing
                  availability at the end of the most
                  recently completed fiscal month (Item 8 minus Item
                  9)

              	 	 	 	 	
                $

              	
                _________

              	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.22

    Mortgaged
      Properties

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.01

    Existing
      Liens

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.04(d)

    Existing
      Loans to Non-Wholly Owned Subsidiaries

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.04(e)(i)

    Minority
      Investments

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.04(e)(ii)

    Put
      Obligations

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.05

    Existing
      Indebtedness

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.05(d)

    Purchase
      Money Indebtedness

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8.05A

    Indebtedness
      of Non-Wholly Owned Subsidiaries

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      8.08

    Existing
      Contingent Obligations

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      8.08(g)

    Stock
      Price Guaranties