AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • December 3rd, 2009 • Builders FirstSource, Inc. • Retail-lumber & other building materials dealers • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Investment Agreement, dated as of October 23, 2099 (the “Investment Agreement”), by and among Builders FirstSource, Inc., a Delaware corporation (the “Company”), JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), and Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“Warburg Pincus”) is made and entered into as of the 2nd day of December, 2009, by and among the Company, JLL Fund V, and Warburg Pincus. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Investment Agreement.
AMENDMENT NO. 1 TO SUPPORT AGREEMENTSupport Agreement • December 3rd, 2009 • Builders FirstSource, Inc. • Retail-lumber & other building materials dealers • Delaware
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.
SUPPORT AGREEMENTSupport Agreement • December 3rd, 2009 • Builders FirstSource, Inc. • Retail-lumber & other building materials dealers • Delaware
We intend to seek the Consents of the Holders to the Proposed Amendments and to the execution and delivery by us of the Supplemental Indenture. The Proposed Amendments constitute a single proposal, and an exchanging Holder must Consent to the Proposed Amendments as an entirety and may not Consent selectively to specific Proposed Amendments. A Holder who validly submits Notes for exchange will, by submitting such Notes for exchange, be consenting to the Proposed Amendments with respect to such Notes.
