0001144204-05-009066 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 30th, 2005 • Building Materials Holding Corp • Retail-lumber & other building materials dealers • California

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 20, 2004, is made 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 financial institutions listed on the signature pages hereof under the heading “LENDERS” (individually, each a “Lender” and, collectively, the “Lenders”), (iv) GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Lead Arranger, (v) U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, (vi) UNION BANK OF CALIFORNIA, N.A., as Documentation Agent and (vii) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the L/C Issuer, the Swingline Lender, the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Co-Lead Arranger.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 30th, 2005 • Building Materials Holding Corp • Retail-lumber & other building materials dealers • California

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 17, 2005, is made 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 financial institutions listed on the signature pages hereof under the heading “LENDERS” (individually, each a “Lender” and, collectively, the “Lenders”), (iv) GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Lead Arranger, (v) U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, (vi) UNION BANK OF CALIFORNIA, N.A., as Documentation Agent and (vii) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the L/C Issuer, the Swingline Lender, the administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Co-Lead Arranger.

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