AMENDMENT NO. 1 TO SUPPORT AGREEMENT
Exhibit 10.2
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. |
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| By: | /s/ Xxxxxx X. XxXxxxxxx | |||
| Name: | Xxxxxx X. XxXxxxxxx | |||
| Title: | Senior Vice President | |||
[Signature Page to Amendment to Support Agreement]
| REQUISITE HOLDERS FRASER XXXXXXXX CLO I LTD. |
||||
| WCAS Fraser Xxxxxxxx | By: | Fraser Xxxxxxxx Investment Management, LLC, | ||
| Investment Management, LLC | as Collateral Manager | |||
| 000 Xxxxxxx Xxxxxx, Xxxxx 0X | ||||
| Xxx Xxxx, Xxx Xxxx 00000 | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Managing Partner | |||
| FRASER XXXXXXXX CLO II LTD. |
||||
| By: | Fraser Xxxxxxxx Investment Management, LLC, | |||
| as Collateral Manager | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Managing Partner | |||
| FRASER XXXXXXXX CREDIT STRATEGIES FUNDING LTD. |
||||
| By: | Fraser Xxxxxxxx Investment Management, LLC, | |||
| as Collateral Manager | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Managing Partner | |||
| Credit Opportunity Associates II LP |
||||
| By: | FSW Partners Management, LLC, | |||
| as Investment Manager | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Manager | |||
[Signature Page to Amendment to Support Agreement]
| REGIMENT CAPITAL, LTD. |
||||
| Regiment Capital Advisors, LP | By: | Regiment Capital Management, LLC | ||
| 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx | as its Investment Advisor | |||
| Xxxxxx, Xxxxxxxxxxxxx 00000 | ||||
| By: | Regiment Capital Advisors, LP | |||
| its Manager and pursuant to delegated | ||||
| authority | ||||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| 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/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| 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/ Xxxx X. Xxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Support Agreement]
DDJ Capital Management, LLC 000 Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxxx 00000 |
DDJ CAPITAL MANAGEMENT LLC on behalf of the Holders it manages and/or advises |
|||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory | |||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxxxx X. Xxxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
[Signature Page to Amendment to Support Agreement]
Xxx Xxxxxx Funds, Inc. |
XXX XXXXXX SENIOR INCOME TRUST |
|||
| 0 Xxxxxxxx Xxxxx, Xxxxx 000 | By: | Xxx Xxxxxx Asset Management | ||
| Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
| XXX XXXXXX SENIOR LOAN FUND |
||||
| By: | Xxx Xxxxxx Asset Management | |||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to Amendment to Support Agreement]
Whitebox Advisors LLC |
WHITEBOX COMBINED PARTNERS, LP |
|||
| 0000 Xxxxxxxxx Xxxx., Xxxxx 000 | By: | Whitebox Combined Advisors, LLC, its | ||
| Xxxxxxxxxxx, Xxxxxxxxx 00000 | General Partner | |||
| By: | Whitebox Advisors, LLC, its Managing | |||
| Member | ||||
| By: | /s/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| 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/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| 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/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| Title: | Chief Operating Officer | |||
| WHITEBOX SPECIAL OPPORTUNITIES FUND, LP — SERIES A |
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| By: | Whitebox Special Opportunities Advisors, | |||
| LLC, its General Partner | ||||
| By: | Whitebox Advisors, LLC, its Managing | |||
| Member | ||||
| By: | /s/ Xxxxxxxx Xxxx | |||
| Name: | Xxxxxxxx Xxxx | |||
| Title: | Chief Operating Officer | |||
[Signature Page to Amendment to Support Agreement]
