EX-10.1



 Exhibit 10.1 

FIRST SUPPLEMENT 
 to

 REGISTRATION RIGHTS AGREEMENT 

THIS FIRST SUPPLEMENT to the REGISTRATION RIGHTS AGREEMENT (this “Supplement”), is made and entered into as of
May 18, 2016. 
 Reference is made to that certain Registration Rights Agreement, dated as of June 2, 2015 (the
“Registration Rights Agreement”), by and among Stock Building Supply Holdings, Inc., a Delaware corporation (n/k/a BMC Stock Holdings, Inc.) (the “Company”) , and the stockholders of the Company listed
in Schedule A thereto. Unless otherwise defined herein, capitalized terms shall have the definitions ascribed to them in the Registration Rights Agreement. 

RECITALS 
 WHEREAS, in
accordance with the terms of the Registration Rights Agreement, an Electing Stockholder Group may request demand or piggyback registration of their Registrable Securities. 

WHEREAS, the Board of Directors (the “Board”) of the Company has deemed it advisable and in the best interests of the Company
and its stockholders to effect a registration and public offering of the Principal Stockholders’ Registrable Securities (the “Offering”), to be registered under the Securities Act of 1933, as amended (the “Securities
Act”), on a Registration Statement on Form S-3, to be supplemented by a prospectus supplement, each to be filed with the Securities and Exchange Commission substantially in the forms previously provided to the Principal Stockholders.

 WHEREAS, pursuant to Section 3.1 of the Registration Rights Agreement, the Principal Stockholders are entitled to receipt from the
Company of written notice if the Company proposes to register certain of its securities under the Securities Act. 
 WHEREAS, pursuant to
Section 9.4 of the Registration Rights Agreement, the Company and the Electing Stockholder Groups may amend or waive the Registration Rights Agreement. 

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the undersigned, constituting the Principal
Stockholders required to amend or waive the Registration Rights Agreement, hereby agree that: 
 REPRESENTATIONS AND WARRANTIES 

1. The Company represents and warrants that its board of directors has approved the Company’s entry into this Supplement. 

2. The undersigned represents and warrants that it owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) the number
of shares of Common Stock set forth on its signature page hereto. 
 3. The undersigned represents and warrants that it has full power and
authority to enter into, execute and deliver this Supplement and to perform fully its obligations hereunder. This Supplement has been duly and validly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation
of the undersigned, enforceable against the undersigned in accordance with its terms. 







 AGREEMENTS 

1. The undersigned hereby irrevocably waives any and all notice requirements contained in the Registration Rights Agreement, including those
contained in Section 3.1, related to the Offering. 
 2. Pursuant to Section 3.4 of the Registration Rights Agreement, the
undersigned hereby approves the appointment of Barclays Capital Inc. and Credit Suisse Securities (USA) LLC as managing underwriters and bookrunners on the Offering and approves Goldman, Sachs & Co. and RBC Capital Markets, LLC and/or any
other or additional underwriters or bookrunners as underwriters or bookrunners as appointed by the Company. 
 3. The Company and the
undersigned hereby waive the volume limitations provided for in Section 4.3 of the Registration Rights Agreement only insofar as such limitations relate to the Offering. 

4. The undersigned agrees and acknowledges that the other Principal Stockholders party hereto and the Company and its advisors will proceed
with the Offering in reliance upon this Agreement. 
 5. This Supplement shall automatically terminate and be of no further force and effect
if the Offering has not closed on or before June 17, 2016. 
 6. The preceding paragraphs in this Supplement apply only to the Offering
and related transactions expressly set forth herein, and the undersigned retain their rights with respect to any future transactions in accordance with the terms of the Registration Rights Agreement. 

7. The undersigned hereby amend Section 4.3 of the Registration Rights Agreement as reflected in the following paragraph, which
will replace the current Section 4.3 of the Registration Rights Agreement: 
 SECTION 4.3 Volume Limitations.
Notwithstanding any other provisions of this Agreement, but subject to the exceptions in Section 4.6, except as may otherwise be agreed by the Company and all three of the Electing Stockholder Groups (other than any Stockholder Group to
which the provisions of this Article IV have terminated pursuant to Section 4.7), no Stockholder Group shall sell more than such Stockholder Group’s Quarterly Cap during any Calendar Quarter. 

 

	 	8.	For the avoidance of doubt, the undersigned hereby agrees that if the provisions of Article IV of the Registration Rights Agreement terminate as to any Stockholder Group pursuant to Section 4.7, such
holder’s consent or agreement will no longer be required for amendments, waivers or agreements under or with respect to Article IV. 


MISCELLANEOUS 
 1. The
provisions of Sections 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 911, 9.12, 9.13, 9.14, 9.15, 9.16, 9.17, 9.18, 9.20 and 9.21 of the Registration Rights Agreement shall apply to this Waiver, mutatis mutandis. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 2 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	COMPANY:
	
	BMC STOCK HOLDINGS, INC.
		
	By:	 	 /s/ James F. Major, Jr.

	Name:	 	James F. Major, Jr.
	Title:	 	Executive Vice President, Chief Financial Officer & Treasurer



  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	GORES BUILDING HOLDINGS, LLC
		
	By:	 	 /s/ Eric R. Hattler

	Name:	 	Eric R. Hattler
	Title:	 	Vice President


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 9,488,812 

Street Address: 9800 Wilshire Blvd. 
 City/State/Zip Code:
Beverly Hills, CA 90212 
 Fax: 310-443-9880 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	GLENDON SATURN HOLDINGS, LLC
		
	By:	 	 /s/ Steven G. Eisner

	Name:	 	Steven G. Eisner
	Title:	 	Vice President


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 442,805 

Street Address: 9800 Wilshire Blvd. 
 City/State/Zip Code:
Beverly Hills, CA 90212 
 Fax: 310-443-9880 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	M H DAVIDSON & CO
	By: M.H. Davidson & Co. GP, LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 72,762 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER PARTNERS
	By: MHD Management Co., its general partner
	By: MHD Management Co. GP, L.L.C., its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 421,837 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER INSTITUTIONAL PARTNERS L.P.
	By: Davidson Kempner Advisers Inc., its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Principal


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 982,534 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER INTERNATIONAL LTD
	By: Davidson Kempner Capital Management LP, its investment manager
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 1,067,215 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
	By: DK Group LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 1,754,015 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES INTERNATIONAL MASTER FUND LP
	By: Davidson Kempner Long-Term Distressed Opportunities GP LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 799,139 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES FUND II LP
	By: Davidson Kempner Long-Term Distressed Opportunities GP II LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 871,099 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES INTERNATIONAL MASTER FUND II LP
	By: Davidson Kempner Long-Term Distressed Opportunities GP II LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 1,475,611 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER LONG-TERM DISTRESSED OPPORTUNITIES FUND LP
	By: Davidson Kempner Long-Term Distressed Opportunities GP LLC, its general partner
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 292,431 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
	By: DK Management Partners LP, its investment manager
		
	By:	 	 /s/ Gabriel T. Schwartz

	Name:	 	Gabriel T. Schwartz
	Title:	 	Managing Member


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 3,177,340 

Street Address: C/O Davidson Kempner Capital Management LP 

City/State/Zip Code: 520 Madison Avenue, 30th Floor, New York, NY 10022 

Fax: 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	THE RAVENSWOOD INVESTMENT COMPANY, L.P.
		
	By:	 	 /s/ Robert E. Robotti

	Name:	 	Robert E. Robotti
	Title:	 	Managing Member of Ravenswood Management Company, LLC, General Partner


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 4,230,573 

Street Address: 104 Gloucester Road 
 City/State/Zip Code:
Massapequa, NY 11758 
 Fax: (212) 986-0816 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	RAVENSWOOD INVESTMENTS III, L.P.
		
	By:	 	 /s/ Robert E. Robotti

	Name:	 	Robert E. Robotti
	Title:	 	Managing Member of Ravenswood Management Company, LLC, General Partner


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 1,499,047 shares 

Street Address: 104 Gloucester Road 
 City/State/Zip Code:
Massapequa, NY 11758 
 Fax: (212) 986-0816 

  
 [Signature Page to
Registration Rights Agreement Supplement] 








 This Agreement has been executed by the undersigned, effective as of the date first written
above. 
  

			
	INVESTORS:
	
	ROBERT E. ROBOTTI
		
	By:	 	 /s/ Robert E. Robotti

	Name:	 	Robert E. Robotti
	Title:	 	


 Number of Shares of Company Common Stock Beneficially Owned as of the Date of this Agreement: 95,186 

Street Address: 60 E. 42 Street, Suite 3100 
 City/State/Zip
Code: New York, NY 10165 
 Fax: (212) 986-0816 

  
 [Signature Page to
Registration Rights Agreement Supplement]