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