exv10w4



 







    Exhibit 10.4



 




    CONFIRMATION
    OF REFORMATION OF COLLATERAL TRUST AGREEMENT



 



    This Confirmation of Reformation of Collateral
    Trust Agreement (this “Reformation”) is
    entered into as of December 14, 2007, effective as of
    February 11, 2005, by and among BUILDERS FIRSTSOURCE, INC.,
    a Delaware corporation (“Borrower”), the other
    Pledgors listed on the signature pages hereof (the
    “Pledgors”), UBS AG, STAMFORD BRANCH, as
    Administrative Agent under the Credit Agreement (in such
    capacity, “Administrative Agent”), WILMINGTON
    TRUST COMPANY, as Trustee under the Indenture (in such
    capacity, the “Trustee”), UBS AG, STAMFORD
    BRANCH, as Priority Collateral Trustee (in such capacity, the
    “Priority Collateral Trustee”) and UBS AG,
    STAMFORD BRANCH, as Parity Collateral Trustee (in such capacity,
    the “Parity Collateral Trustee”).



 




    RECITALS



 



    WHEREAS, Borrower, the Pledgors party thereto, the
    Administrative Agent, the Trustee, the Priority Collateral
    Trustee and the Parity Collateral Trustee are parties to that
    certain Collateral Trust Agreement dated as of
    February 11, 2005 (as amended, restated, reformed,
    supplemented or otherwise modified from time to time, the
    “Collateral Trust Agreement”) (capitalized
    terms used herein without definition have the meanings ascribed
    to such terms in the Collateral Trust Agreement);



 



    WHEREAS, Borrower, the Pledogrs, the Administrative Agent, the
    Trustee, the Priority Collateral Trustee, and the Parity
    Collateral Trustee independently determined that, as a result of
    the mutual mistake of the parties, the Collateral
    Trust Agreement contains a defect in the definition of the
    term “Credit Agreement”;



 



    WHEREAS, Borrower, the Pledgors, the Administrative Agent, the
    Trustee, the Priority Collateral Trustee, and the Parity
    Collateral Trustee desire to cure and reform the definition of
    “Credit Agreement” set forth in the Collateral
    Trust Agreement, effective as of February 11, 2005;



 



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



 



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



 



    Section 2.  Reformation
    of Recitals.  The first recital to the
    Collateral Trust Agreement is hereby cured and reformed in
    its entirety to read as follows:



 



    The Borrower intends to enter into a Credit Agreement dated as
    of the date hereof (as amended, restated, modified, renewed,
    refunded, replaced (whether upon or after termination or
    otherwise) or refinanced (including by means of sales of debt
    securities to institutional investors) in whole or in part from
    time to time, whether in one or more agreements, the
    “Credit Agreement”) among the Borrower,
    JLL Building Products, LLC, certain subsidiaries of the Borrower
    as guarantors, the Lenders party thereto, UBS Securities LLC and
    Deutsche Bank Securities Inc., as joint arrangers and joint book
    runners, Deutsche Bank Trust Company Americas, as
    syndication agent, UBS Loan Finance LLC, as swingline lender,
    and UBS AG, Stamford Branch, as issuing bank, as administrative
    agent (in such capacity and together with its successors, the
    “Administrative Agent”), and as
    collateral trustee, which will provide for a $350,000,000 credit
    facility.



 



    Section 3.  Reference
    to Agreement.  Each of the Loan Documents (as
    defined in the Credit Agreement) and each of the Note Documents,
    including the Collateral Trust Agreement, and any and all
    other agreements, documents or instruments now or hereafter
    executed
    and/or
    delivered pursuant to the terms hereof or pursuant to the terms
    of the Credit Agreement or the Indenture, are hereby cured and
    reformed so that any reference in such Loan Documents or Note
    Documents to the Collateral Trust Agreement, whether direct
    or indirect, shall mean a reference to the Collateral
    Trust Agreement as cured and reformed hereby.



 



    Section 4.  Costs
    and Expenses.  The Borrower shall pay on
    demand all reasonable out-of-pocket costs and expenses of the
    Administrative Agent, the Trustee, the Priority Collateral
    Trustee and the Parity Collateral Trustee (including the
    reasonable fees, costs and expenses of counsel to the
    Administrative Agent, the Trustee, the Priority













 






    Collateral Trustee and the Parity Collateral Trustee) incurred
    in connection with the preparation, execution and delivery of
    this Reformation.



 



    Section 5.  Governing
    Law.  THIS REFORMATION SHALL BE GOVERNED BY,
    AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
    YORK.



 



    Section 6.  Headings.  Section Headings
    in this Reformation are included herein for convenience of
    reference only and shall not constitute a part of this
    Reformation for any other purposes.



 



    Section 7.  Execution.  This
    Reformation may be executed in any number of counterparts and by
    different parties hereto in separate counterparts, each of which
    when so executed shall be deemed to be an original and all of
    which taken together shall constitute one and the same
    agreement. Delivery of an executed counterpart of a signature
    page to this Reformation by telecopier or electronic
    transmission (in pdf format) shall be effective as delivery of a
    manually executed counterpart of this Reformation.



 



    Section 8.  Limited
    Effect.  This Reformation relates only to the
    specific matters covered herein, shall not be considered to be a
    waiver of any rights any Secured Party may have under the Credit
    Agreement or the Indenture (other than as expressly set forth
    herein).



 



    [signature pages follow]













 






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



 



    Borrower:



 


			
	 	    By: 
	
    /s/  Charles
    L. Horn









    Name:     Charles L. Horn



			
	 	    Title: 
	
    Senior Vice President — Finance and





    Chief Financial Officer



 



    Guarantors:



 



    BUILDERS FIRSTSOURCE NORTHEAST GROUP, LLC



 



    BUILDERS FIRSTSOURCE — TEXAS GENPAR, LLC



 



    BUILDERS FIRSTSOURCE — MBS, LLC BUILDERS
    FIRSTSOURCE — TEXAS GROUP, L.P.



 


			
	 	    By: 
	
    Builders FirstSource — Texas GenPar,

    LLC, its General Partner




 



    BFS TEXAS, LLC



 



    BUILDERS FIRSTSOURCE — SOUTH TEXAS, L.P.



 


			
	 	    By: 
	
    BFS Texas, LLC




 



    BUILDERS FIRSTSOURCE — TEXAS INSTALLED SALES, LP.



 


			
	 	    By: 
	
    BFS Texas, LLC, its General Partner

    BFS IP, LLC





 



    BUILDERS FIRSTSOURCE — INTELLECTUAL PROPERTY, LP.



 


			
	 	    By: 
	
    BFS IP, LLC, its General Partner




 



    BUILDERS FIRSTSOURCE HOLDINGS, INC.

    BUILDERS FIRSTSOURCE — DALLAS, LLC

    BUILDERS FIRSTSOURCE — FLORIDA, LLC

    BUILDERS FIRSTSOURCE — FLORIDA

    DESIGN CENTER, LLC



 



    BUILDERS FIRSTSOURCE — OHIO VALLEY, LLC



 



    BFS, LLC



 



    BUILDERS FIRSTSOURCE — ATLANTIC GROUP, LLC



 



    BUILDERS FIRSTSOURCE — SOUTHEAST GROUP, LLC



 



    CCWP, INC.













 






    BUILDERS FIRSTSOURCE — RALEIGH, LLC BUILDERS
    FIRSTSOURCE — COLORADO

    GROUP, LLC



 



    BUILDERS FIRSTSOURCE — COLORADO, LLC BUILDERS
    FIRSTSOURCE FINANCING, INC.



 


			
	 	    By: 
	
    /s/  Charles
    L. Horn 









    Name:     Charles L. Horn



			
	 	    Title: 
	
    Senior Vice President — Finance and





    Chief Financial Officer













 






    UBS AG, STAMFORD BRANCH,

    as Administrative Agent, Priority Collateral Trustee and Parity
    Collateral Trustee



 


			
	 	    By: 
	
    /s/  Richard
    L. Tavrow









    Name:     Richard L. Tavrow



			
	 	    Title: 
	
    Director




 


			
	 	    By: 
	
    /s/  Mary
    E. Evans









    Name:     Mary E. Evans



			
	 	    Title: 
	
    Associate Director














 






    WILMINGTON TRUST COMPANY,

    as Trustee under the Indenture



 


			
	 	    By: 
	
    /s/  Joshua
    C. Jones









    Name:     Joshua C. Jones



			
	 	    Title: 
	
    Authorized Signer