exv10w2






Exhibit 10.2




AMENDMENT NO. 1

TO

SUPPORT AGREEMENT




          This AMENDMENT NO. 1 (this “Amendment”) to the Support Agreement, dated as of October
23, 2099 (the “Support Agreement”), by and among Builders FirstSource, Inc., a Delaware
corporation (the “Company”), and each of the holders (including Permitted Transferees) of
Second Priority Senior Secured Floating Rate Notes due 2012 of the Company, CUSIP No. 12008R-AB-3,
signatory thereto (collectively, the “Holders”) is made and entered into as of the
2nd day of December, 2009, by and among the Company and the Requisite Holders, on behalf
of the Holders. Capitalized terms used herein and not otherwise defined shall have the respective
meanings ascribed to such terms in the Support Agreement.




          WHEREAS, pursuant to Section 8 of the Support Agreement, the Support Agreement may be amended,
upon prior written consent of each of the Investors, by a writing signed by a duly authorized
representative of each of the Company and the Requisite Holders; and




          WHEREAS, the Company and the Requisite Holders desire to amend the Support Agreement on the
terms set forth herein; and




          WHEREAS, the Investors have consented in writing to the terms of this Amendment.




          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as
follows:




     Section 1. Amendment to Section 4(a)(v). Section 4(a)(v) of the Support Agreement is
hereby deleted and replaced in its entirety with the following:




     (v) Debt Exchange. At least ninety percent (90%) of the
aggregate principal amount of outstanding Notes shall have been validly
submitted for exchange in the Debt Exchange.



     Section 2. No Other Amendments to the Support Agreement.



          2.1 On and after the date hereof, each reference in the Support Agreement to “this Agreement,”
“herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the
Support Agreement, as amended hereby, and each reference in the Support Agreement to the aggregate
principal amount of the Notes on a Holder’s signature page to the Support Agreement shall mean and
be a reference to the aggregate principal amount of the Notes on such Holder’s signature page to
this Amendment. Notwithstanding the foregoing, references
to the date of the Support Agreement, as amended hereby, shall in all instances continue to
refer





 









 







to October 23, 2009, and references to “the date hereof” and “the date of this Agreement”
shall continue to refer to October 23, 2009.




          2.2 Except as otherwise expressly provided herein, all of the terms and conditions of the
Support Agreement remain unchanged and continue in full force and effect. This Amendment is
limited precisely as written and shall not be deemed to be an amendment to any other term or
condition of the Support Agreement or any of the documents referred to therein.




     Section 3. Effect of Amendment. This Amendment shall form a part of the Support
Agreement for all purposes, and each party hereto and thereto shall be bound hereby. From and
after the execution of this Amendment by the parties hereto, any reference to the Support Agreement
shall be deemed a reference to the Support Agreement as amended hereby. This Amendment shall be
deemed to be in full force and effect from and after the execution of this Amendment by the parties
hereto.



     Section 4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the principles of conflicts of
laws thereof.



     Section 5. Counterparts. This Amendment may be executed in counterparts (including by
facsimile), all of which shall be considered one and the same agreement, and shall become effective
when one or more counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.



     Section 6. Headings. The descriptive headings of the several sections of this
Amendment were formulated, used and inserted in this Amendment for convenience only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.



[SIGNATURE PAGE FOLLOWS]




2









 





          IN WITNESS WHEREOF, the parties have signed or caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written above.




	 	 	 	 	 
	 	BUILDERS FIRSTSOURCE, INC.

 	 
	 	By:  	/s/ Donald F. McAleenan
 	 
	 	 	Name:  	Donald F. McAleenan 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Amendment to Support Agreement]




 









 








	 	 	 	 	 
	 	REQUISITE HOLDERS



FRASER SULLIVAN CLO I LTD.

 	 
	WCAS Fraser Sullivan 	By:  	Fraser Sullivan Investment Management, LLC,
 	 
	Investment Management, LLC 	 	as Collateral Manager 	 
	400 Madison Avenue, Suite 9A 	 	 	 
	New York, New York  10017	 
	 	 	 
	 	By:  	                                   /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	FRASER SULLIVAN CLO II LTD.

 	 
	 	By:  	Fraser Sullivan Investment Management, LLC,
 	 
	 	 	 as Collateral Manager 	 
	 	 	 
	 	By:  	                                   /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	FRASER SULLIVAN CREDIT STRATEGIES 

FUNDING LTD.

 	 
	 	By:  	Fraser Sullivan Investment Management, LLC,
 	 
	 	 	as Collateral Manager 	 
	 	 	 
	 	By:  	                                   /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Managing Partner 	 
	 
	 	Credit Opportunity Associates II LP

 	 
	 	By:  	FSW Partners Management, LLC,
 	 
	 	 	as Investment Manager 	 
	 	 	 
	 	By:  	                                   /s/ John W. Fraser
 	 
	 	 	Name:  	John W. Fraser 	 
	 	 	Title:  	Manager 	 
	 



[Signature Page to Amendment to Support Agreement]




 









 








	 	 	 	 	 
	 	REGIMENT CAPITAL, LTD.

 	 
	Regiment Capital Advisors, LP 	By:  	Regiment Capital Management, LLC
 	 
	222 Berkeley Street, 12th Floor 	 	as its Investment Advisor 	 
	Boston, Massachusetts 02116 	 	 	 
	 	 	 
	 	By:  	                                                 Regiment Capital Advisors, LP
 	 
	 	 	its Manager and pursuant to delegated 	 
	 	 	authority 	 
	 	 	 
	 	By:  	                                                /s/ Mark A. Brostowski
 	 
	 	 	Name:  	Mark A. Brostowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PRESIDENT & FELLOWS OF HARVARD 

COLLEGE

 	 
	 	By:  	Regiment Capital Management, LLC
 	 
	 	 	as its Investment Advisor 	 
	 	 	 
	 	By:  	                                                Regiment Capital Advisors, LP
 	 
	 	 	its Manager and pursuant to delegated 	 
	 	 	authority 	 
	 	 	 
	 	By:  	                                                /s/ Mark A. Brostowski
 	 
	 	 	Name:  	Mark A. Brostowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	XL INVESTMENT MANAGEMENT LTD

 	 
	 	By:  	Regiment Capital Management, LLC
 	 
	 	 	as its Investment Advisor 	 
	 	 	 
	 	By:  	                                                Regiment Capital Advisors, LP
 	 
	 	 	its Manager and pursuant to delegated 	 
	 	 	authority 	 
	 	 	 
	 	By:  	                                                /s/ Mark A. Brostowski
 	 
	 	 	Name:  	Mark A. Brostowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment to Support Agreement]




 









 








	 	 	 	 	 
	
DDJ Capital Management, LLC
130 Turner Street, Suite 600
Waltham, Massachusetts 02453 	DDJ CAPITAL MANAGEMENT LLC

 on behalf of the Holders it manages and/or advises



 	 
	 	By:  	/s/ James R. Kime
 	 
	 	 	Name:  	James R. Kime 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 
	 	By:  	                                   /s/ Theodore H. Wagenknecht
 	 
	 	 	Name:  	Theodore H. Wagenknecht 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Amendment to Support Agreement]




 









 








	 	 	 	 	 
	
Van Kampen Funds, Inc.                  	VAN KAMPEN SENIOR INCOME TRUST

 	 
	1 Parkview Plaza, Suite 100 	By:  	Van Kampen Asset Management
 	 
	Oakbrook Terrace, Illinois  60181 	 	 	 
	 	 	 
	 	By:  	/s/ Gerard Fogarty
 	 
	 	 	Name:  	Gerard Fogarty 	 
	 	 	Title:  	Vice President 	 
	 
	 	VAN KAMPEN SENIOR LOAN FUND

 	 
	 	By:  	Van Kampen Asset Management
 	 
	 	 	 
	 	By:  	                                       /s/ Gerard Fogarty
 	 
	 	 	Name:  	Gerard Fogarty 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment to Support Agreement]




 









 








	 	 	 	 	 
	
Whitebox Advisors LLC                 	WHITEBOX COMBINED PARTNERS, LP

 	 
	3033 Excelsior Blvd., Suite 300 	By:  	Whitebox Combined Advisors, LLC, its
 	 
	Minneapolis, Minnesota 55416 	 	General Partner 	 
	 	 	 
	 	By:  	Whitebox Advisors, LLC, its Managing
 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                     /s/ Jonathan Wood
 	 
	 	 	Name:  	Jonathan Wood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	WHITEBOX HEDGED HIGH YIELD

PARTNERS, LP

 	 
	 	By:  	Whitebox Hedged High Yield Advisors, LLC,
 	 
	 	 	 its General Partner 	 
	 	 	 
	 	By:  	                                     Whitebox Advisors, LLC, its Managing
 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                     /s/ Jonathan Wood
 	 
	 	 	Name:  	Jonathan Wood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	PANDORA SELECT PARTNERS, LP

 	 
	 	By:  	Pandora Select Advisors, LLC, its
 	 
	 	 	General Partner 	 
	 	 	 
	 	By:  	                                     Whitebox Advisors, LLC, its Managing
 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                     /s/ Jonathan Wood
 	 
	 	 	Name:  	Jonathan Wood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 
	 	WHITEBOX SPECIAL OPPORTUNITIES

FUND, LP — SERIES A

 	 
	 	By:  	Whitebox Special Opportunities Advisors,
 	 
	 	 	 LLC, its General Partner 	 
	 	 	 
	 	By:  	                                     Whitebox Advisors, LLC, its Managing
 	 
	 	 	Member 	 
	 	 	 
	 	By:  	                                     /s/ Jonathan Wood
 	 
	 	 	Name:  	Jonathan Wood 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



[Signature Page to Amendment to Support Agreement]