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As filed with the Securities and Exchange Commission on December 31, 2009 Registration No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Builders FirstSource, Inc.(Exact name of Registrant as specified in its charter)

Delaware 52-2084569

(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.)

2001 Bryan Street, Suite 1600Dallas, Texas 75201

Telephone: (214) 880-3500(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Donald F. McAleenanSenior Vice President, General Counsel and Secretary

Builders FirstSource, Inc.2001 Bryan Street, Suite 1600

Dallas, Texas 75201Telephone: (214) 880-3500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Robert B. PincusAllison L. Land

Skadden, Arps, Slate,Meagher & Flom LLP

One Rodney Square, P.O. Box 636Wilmington, Delaware 19899-0636

Telephone: (302) 651-3000Facsimile: (302) 651-3001

W. Scott OrtweinBrendan P. McGillAlston & Bird LLP

1201 West Peachtree StreetAtlanta, Georgia 30309-3424

Telephone: (404) 881-7000Facsimile: (404) 881-7777

Andrew M. JohnstonMorris, Nichols, Arsht

& Tunnell LLP1201 North Market Street,

18th FloorP.O. Box 1347

Wilmington, Delaware 19899-1347Telephone: (302) 351-9200Facsimile: (302) 425-3989

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☑

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filingwith the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities oradditional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ☑ Non-accelerated filer o(Do not check if a smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Amount Proposed Maximum Proposed Maximum Amount of to be Offering Price Aggregate Registration Title of Each Class of Securities to be Registered Registered Per Share Offering Price Fee Common Stock, par value $0.01 per share (1) 11,259,429 shares $3.50 (2) $39,408,001.50 (2) $2,809.79 Second Priority Senior Secured Floating Rate Notes Due 2016 (3) $143,735,000 100% $143,735,000 $10,248.31

Guarantees of Second Priority Senior Secured Floating Rate Notes

Due 2016 (4) N/A N/A N/A N/A Total — — — $13,058.10

(1) Represents shares of our common stock to be issued by our Company in private placement transactions expected to close in the first quarter of 2010.

(2) Based on the subscription price of $3.50 per share of common stock pursuant to the Support Agreement, dated as of October 23, 2009 as amended,between the Company and each of the holders of Second Priority Senior Secured Floating Rate Notes Due 2012 of the Company party thereto.

(3) Represents Second Priority Senior Secured Floating Rate Notes Due 2016 to be issued by our Company in private placement transactions expected toclose in the first quarter of 2010.

(4) The guarantees are being issued for no consideration. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration feeis payable.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantshall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to saidSection 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The following domestic subsidiaries of Builders FirstSource, Inc. are guarantors of the 2016 notes and are co-registrants: I.R.S. Employer State of Incorporation or Identification

Exact Name of Registrant as Specified in its Charter Organization NumberBFS, LLC Delaware 61-1367103BFS IP, LLC Delaware 75-2922461BFS Texas, LLC Delaware 75-2896779Builders FirstSource Holdings, Inc. Delaware 20-0484735Builders FirstSource—Atlantic Group, LLC Delaware 52-2080519Builders FirstSource—Colorado Group, LLC Delaware 84-0387679Builders FirstSource—Colorado, LLC Delaware 84-0387679Builders FirstSource—Dallas, LLC Delaware 75-2794867Builders FirstSource—Florida Design Center, LLC Delaware 59-3534078Builders FirstSource—Florida, LLC Delaware 52-2172981Builders FirstSource—MBS, LLC Delaware 52-2084569Builders FirstSource—Northeast Group, LLC Delaware 22-1604491Builders FirstSource—Ohio Valley, LLC Delaware 31-1610525Builders FirstSource—Raleigh, LLC Delaware 56-1454419Builders FirstSource—Southeast Group, LLC Delaware 57-0618425Builders FirstSource—Texas GenPar, LLC Delaware 75-2831211CCWP, Inc. South Carolina 57-1011512Builders FirstSource—Intellectual Property, L.P. Texas 75-2922458Builders FirstSource—South Texas, L.P. Texas 75-2916346Builders FirstSource—Texas Group, L.P. Texas 75-2831224Builders FirstSource—Texas Installed Sales, L.P. Texas 75-2896780

c/o Builders FirstSource, Inc.2001 Bryan Street, Suite 1600

Dallas, Texas 75201Telephone: (214) 880-3500

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Donald F. McAleenanSenior Vice President, General Counsel and Secretary

Builders FirstSource, Inc.2001 Bryan Street, Suite 1600

Dallas, Texas 75201Telephone: (214) 880-3500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Robert B. PincusAllison L. Land

Skadden, Arps, Slate,Meagher & Flom LLP

One Rodney Square, P.O. Box 636Wilmington, Delaware 19899-0636

W. Scott OrtweinBrendan P. McGill

Alston & Bird LLP 1201 West Peachtree Street

Atlanta, Georgia 30309-3424Telephone: (404) 881-7000 Facsimile: (404) 881-7777

Andrew M. JohnstonMorris, Nichols, Arsht

& Tunnell LLP1201 North Market Street,

18th FloorP.O. Box 1347

Wilmington, Delaware 19899-1347

Telephone: (302) 651-3000Facsimile: (302) 651-3001

Telephone: (302) 351-9200Facsimile: (302) 425-3989

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAYNOT BE SOLD NOR MAY OFFERS TO BUY THESE SECURITIES BE ACCEPTED PRIOR TO THE TIME THEREGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECOMES EFFECTIVE.THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUYTHESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 31, 2009

PROSPECTUS

Builders FirstSource, Inc.11,259,429 Shares of Common Stock

$143,735,000 Aggregate Principal Amount of Second Priority Senior Secured Floating Rate NotesDue 2016

This prospectus relates to the resale from time to time by the Selling Securityholders identified in this prospectus of (i) up to 11,259,429 shares of our common stock and(ii) up to $143,735,000 aggregate principal amount of our Second Priority Senior Secured Floating Rate Notes due 2016 (the “2016 notes”).

The 2016 notes bear interest at the rate of 3-month LIBOR (subject to a 3.00% floor) plus 10.0% per year, accruing from the date of original issuance and payable quarterly inarrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2010. The 2016 notes will mature on February 15, 2016.

The 2016 notes are our senior secured obligations and will rank equally in right of payment with all of our existing and future senior debt. The 2016 notes will be effectivelyjunior in right of payment to any of our indebtedness that is secured by first priority liens on the assets securing the 2016 notes, including our senior secured revolving creditfacility, or secured by assets not securing the 2016 notes, and will be junior in right of payment to all indebtedness of any future non-guarantor subsidiaries of BuildersFirstSource, Inc. The subsidiary guarantees are the senior secured obligations of our subsidiary guarantors and will rank equal in right of payment with all of our subsidiaryguarantors’ existing and future senior debt, but they will rank effectively junior in right of payment to the subsidiary guarantees of our senior secured revolving credit facility.

Each of Builders FirstSource Holdings, Inc., Builders FirstSource Northeast Group, LLC, Builders FirstSource Texas GenPar, LLC, Builders FirstSource MBS, LLC, theirrespective subsidiaries and our future significant restricted subsidiaries will jointly and severally guarantee the 2016 notes. Under certain circumstances, the guarantees may bereleased.

We have the right at any time to redeem some or all of the 2016 notes. If we experience a change of control, we may be required to offer to repurchase the 2016 notes at apurchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

The offered securities covered by this prospectus are being issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended,expected to close in the first quarter of 2010. The offered securities are being registered to permit the Selling Securityholders to sell the offered securities from time to time. TheSelling Securityholders may offer and sell their common stock and 2016 notes described above in public or private transactions, or both. See “Plan of Distribution” for a morecomplete description of the ways in which the securities may be sold. We will not receive any of the proceeds from the sale of the securities by the Selling Securityholders.

The common stock of Builders FirstSource, Inc. is traded on the Nasdaq Global Select Market under the symbol “BLDR.” The last reported sales price of our common stockon the Nasdaq Global Select Market on December 30, 2009 was $3.82 per share.

Investing in our common stock and 2016 notes involves a high degree of risk. We urge you to carefully read the section entitled “Risk Factors” beginning on page 6of this prospectus, the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, and all other information includedor incorporated herein by reference in this prospectus in its entirety before you decide whether to exercise your rights.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2010

TABLE OF CONTENTS PageAbout this Prospectus iSummary 1Risk Factors 6Forward-Looking Statements 21Ratio of Earnings to Fixed Charges 22Use of Proceeds 22Determination of Offering Price 22Selling Securityholders 22Material United States Federal Income Tax Consequences 27Price Range of Common Stock and Dividend Policy 33Description of 2016 Notes 34Description of Capital Stock 90Plan of Distribution 93Where You Can Find More Information 94Incorporation of Certain Information by Reference 94Legal Matters 95Experts 95 EX-4.5 EX-5.1 EX-12.1 EX-23.1 EX-25.1

ABOUT THIS PROSPECTUS

Unless otherwise stated or the context otherwise requires, the terms “we,” “us,” “our,” and the “Company” refer to Builders FirstSource, Inc. and itsconsolidated subsidiaries.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you withadditional or different information. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. We are not makingan offer to sell securities in any jurisdiction in which the offer or sale is not permitted. You should assume that the information in this prospectus is accurateonly as of the date on the front cover of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the documentincorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the rights. Our business, financial condition,results of operations, and prospects may have changed since that date.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus or incorporated by reference therein. This summary may not contain all of theinformation that you should consider before deciding whether or not you should purchase the securities offered hereunder. You should read the entireprospectus carefully, including the section entitled “Risk Factors” beginning on page 6 of this prospectus and the section entitled “Risk Factors” in ourAnnual Report on Form 10-K for the year ended December 31, 2008, which we refer to as our 2008 10-K, and all other information included or incorporatedherein by reference in this prospectus in its entirety before you decide whether to purchase our securities.

Builders FirstSource, Inc.

Builders FirstSource, Inc. is a leading supplier and manufacturer of structural and related building products for residential new construction. We haveoperations principally in the southern and eastern United States with 55 distribution centers and 51 manufacturing facilities, many of which are located on thesame premises as our distribution centers. We have successfully acquired and integrated 27 companies since our formation and are currently managed as threeregional operating groups — Atlantic, Southeast and Central — with centralized financial and operational oversight. We compete in the professional segmentof the U.S. residential new construction building products supply market. Because of the predominance of smaller privately owned companies and the overallsize and diversity of the target customer market, the professional segment remains fragmented.

We serve a highly diversified customer base, ranging from production homebuilders to small custom homebuilders. For the year ended December 31, 2008and the nine months ended September 30, 2009, our top 10 customers accounted for approximately 19.0% and 21.3% of sales, respectively. We believe wehave a diverse geographical footprint, in 32 markets in 9 states. We offer an integrated solution to our customers providing manufacturing, supply, andinstallation of a full range of structural and related building products. We group our building products and services into five product categories: prefabricatedcomponents, windows and doors, lumber and lumber sheet goods, millwork, and other building products and services. In addition to our full range ofconstruction services, we offer a comprehensive offering of products that includes approximately 60,000 stock keeping units.

We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 2001 Bryan Street, Suite 1600, Dallas, Texas75201, and our telephone number is (214) 880-3500. Our website is www.bldr.com. The information on our website does not constitute part of this prospectusand should not be relied upon in connection with making any investment in our securities.

Recapitalization Transactions

On October 23, 2009, we announced a series of transactions (the “Recapitalization Transactions”) having the following components:

• A rights offering to our existing stockholders to raise up to $205 million. In the rights offering, we distributed to stockholders of record as of theclose of business on December 14, 2009, subscription rights exercisable for up to an aggregate of 58,571,428 shares of our common stock, whichentitled the holder of each whole subscription right to purchase one share of common stock at a subscription price of $3.50 per share.

• A debt exchange in which certain accredited holders of our outstanding Second Priority Senior Secured Floating Rate Notes due 2012 (“2012notes”) exchanged, at par, in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), theiroutstanding 2012 notes for (i) up to $145.0 million aggregate principal amount of our 2016 notes, (ii) up to $130.0 million in cash from theproceeds of the rights offering, or (iii) a combination of cash and 2016 notes, and, (iv) to the extent the rights offering was not fully subscribed,shares of our common stock. For each $1,000

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aggregate principal amount of 2012 notes validly submitted and accepted for exchange in the debt exchange, a noteholder received, at thenoteholder’s election, (a) $1,000 in principal amount of the 2016 notes, or (b) $1,000 in cash, or (c) a combination of cash and 2016 notes,subject to proration and certain adjustments, including the receipt of our common stock instead of cash.

• A solicitation of consents to amend the indenture under which the 2012 notes were issued to eliminate substantially all of the restrictivecovenants, certain conditions to defeasance, and certain events of default and to release the liens on the collateral securing the 2012 notes.Holders of approximately 97.0% of the aggregate principal amount of the 2012 notes, excluding JLL Partners Fund V, L.P. (“JLL”) and WarburgPincus Private Equity IX, L.P. (“Warburg Pincus”), have delivered consents to the proposed amendments to the indenture governing the 2012notes.

In connection with the Recapitalization Transactions, on October 23, 2009, we entered into a Support Agreement (as amended, the “Support Agreement”)with certain accredited holders of approximately 64.0% of the aggregate principal amount of our outstanding 2012 notes pursuant to which such holdersagreed to exchange their 2012 notes in the debt exchange and to consent to the proposed amendments to the indenture governing the 2012 notes. Pursuant tothe Support Agreement, we agreed to file a registration statement with the United States Securities and Exchange Commission (the “SEC”) to register forresale the shares of common stock and the 2016 notes received by the Selling Securityholders in the debt exchange. The securities exchanged for the 2012notes by the Selling Securityholders pursuant to the Support Agreement are not freely tradable in the public market until this registration statement has beendeclared effective by the SEC, at which time the Selling Securityholders may, but are not required to, freely sell the shares of common stock and 2016 notes.This prospectus is a part of that registration statement.

As part of the Recapitalization Transactions, on October 23, 2009, we entered into an investment agreement (as amended, the “Investment Agreement”)with JLL and Warburg Pincus, who collectively beneficially owned approximately 50% of our common stock before giving effect to the RecapitalizationTransactions, under which JLL and Warburg Pincus severally agreed to purchase from us, at the rights offering subscription price, unsubscribed shares of ourcommon stock such that gross proceeds of the rights offering would be no less than $75.0 million. In addition, each of JLL and Warburg Pincus agreed (i) toexchange up to $48.909 million aggregate principal amount of 2012 notes indirectly held by it in the debt exchange and (ii) to the extent gross proceeds of therights offering were less than $205.0 million, to exchange such 2012 notes for shares of our common stock at an exchange price equal to the rights offeringsubscription price, subject to proration from the participation of other holders of 2012 notes who submitted for exchange their 2012 notes for shares of ourcommon stock not subscribed for through the exercise of rights in the rights offering. As stockholders of the Company as of the record date for the rightsoffering, JLL and Warburg Pincus had the right to subscribe for and purchase shares of our common stock under the basic subscription privilege, althoughthey did not have the right to participate in the over-subscription privilege. The acquisition of shares by JLL and Warburg Pincus, whether pursuant to theInvestment Agreement or upon exercise of rights, was effected in a transaction exempt from the registration requirements of the Securities Act of 1933, asamended. None of the securities owned by JLL or Warburg Pincus is being registered pursuant to the Registration Statement of which this prospectus forms apart. For information on certain registration rights that JLL and Warburg Pincus have, see “Description of Capital Stock — Registration Rights.”

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Description of 2016 Notes Issuer Builders FirstSource, Inc. Issuance $143,735,000 of our Second Priority Senior Secured Floating Rate Notes due 2016. Maturity February 15, 2016. Interest Rate

Interest accrues at a rate of the greater of (i) the LIBOR Rate or (ii) 3.0%, plus, in each case,10.0% per year (computed on the basis of a 360-day year consisting of twelve 30-daymonths), payable quarterly in arrears on each February 15, May 15, August 15, andNovember 15, commencing on February 15, 2010. Interest on the 2016 notes accrues from thedate of original issuance or, if interest has already been paid, from the date it was mostrecently paid. The term “LIBOR Rate” is defined in “Description 2016 Notes—CertainDefinitions.”

Ranking

The 2016 notes are senior secured obligations of the Company and will rank equally in rightof payment with all of the Company’s existing and future senior debt. The 2016 notes will beeffectively junior in right of payment to any indebtedness that is secured by first priority lienson the assets securing the 2016 notes, including the Company’s senior secured revolvingcredit facility, or secured by assets not securing the 2016 notes, and will be junior in right ofpayment to all indebtedness of any future non-guarantor subsidiaries of the Company. Thesubsidiary guarantees are the senior secured obligations of the Company’s subsidiaryguarantors and will rank equal in right of payment with all of the Company’s subsidiaryguarantors’ existing and future senior debt, but they will rank effectively junior in right ofpayment to the subsidiary guarantees of the Company’s senior secured revolving creditfacility.

Guarantees

Each of Builders FirstSource Holdings, Inc., Builders FirstSource—Northeast Group, LLC,Builders FirstSource—Texas GenPar, LLC, Builders FirstSource—MBS, LLC, theirrespective subsidiaries and the Company’s future significant restricted subsidiaries will jointlyand severally guarantee the 2016 notes. Under certain circumstances, the guarantees may bereleased.

Collateral

The 2016 notes are secured by a second priority lien on substantially all of the Company’sassets. The subsidiary guarantees are secured by a second priority lien on substantially all ofthe assets of the Company’s subsidiary guarantors. The Company’s senior secured revolvingcredit facility and related subsidiary guarantees are secured by a first priority lien on the sameassets securing the 2016 notes and the subsidiary guarantees. The indenture governing the2016 notes (the “2016 notes Indenture”) and the security documents relating to the 2016 notespermit the Company to incur a significant amount of debt, including obligations secured(including on a first-priority basis) by the collateral, subject to

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compliance with certain conditions. No appraisal of any collateral has been prepared by theCompany or on its behalf. The value of the collateral at any time will depend on market andother economic conditions, including the availability of suitable buyers for the collateral. Forthe avoidance of doubt, neither the 2016 notes nor the subsidiary guarantees are secured byany securities of any of the Company’s affiliates, as used in Rule 3-16 of Regulation S-Xunder the Securities Act.

Optional Redemption

The Company has the right at any time to redeem some or all of the 2016 notes at a priceequal to: (1) prior to February 15, 2011, 105% of the principal amount; (2) after February 15,2011, and prior to February 15, 2012, 102.5% of the principal amount; (3) after February 15,2012, and prior to February 15, 2013, 101% of the principal amount; and (4) afterFebruary 15, 2013, the principal amount, plus in each case accrued and unpaid interest (if any)to the date of redemption.

Mandatory Offer to Repurchase

If certain changes in control of the Company occur, the Company must offer to repurchase the2016 notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest(if any) to the date of repurchase. If the Company effects an asset sale and, under certainconditions, receives excess proceeds from such sale, the Company must offer to repurchasethe 2016 notes at a price equal to the principal amount, plus accrued and unpaid interest (ifany) to the date of repurchase.

Certain Covenants

The 2016 notes Indenture contains certain covenants that restrict the Company’s ability, andthe ability of its restricted subsidiaries, to, among other things:

• pay dividends or make other distributions on its capital stock or repurchase, repay or

redeem its capital stock; • incur additional indebtedness; • incur liens; • enter into certain types of transactions with affiliates;

• create restrictions on the payment of dividends or other amounts to it by its restricted

subsidiaries; • sell all or substantially all its assets or merge with or into other companies; and • make certain investments.

These covenants are subject to a number of important exceptions and qualifications. See“Description of 2016 Notes—Certain Covenants.”

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Description of Common Stock Issuer Builders FirstSource, Inc. Securities Offered Common stock, par value $0.01 per share. Voting Rights

Each outstanding share of common stock entitles its holder to one vote on all matterssubmitted to a vote of the Company’s stockholders, including the election of directors. Thereare no cumulative voting rights. Generally, all matters to be voted on by stockholders must beapproved by a majority of the votes entitled to be cast by all shares of common stock presentor represented by proxy.

Dividends

Holders of common stock are entitled to receive dividends as, when, and if dividends aredeclared by the Company’s board of directors out of assets or funds legally available for thepayment of dividends.

Liquidation

In the event of a liquidation, dissolution, or winding up of the Company’s affairs, whethervoluntary or involuntary, after payment of its liabilities and obligations to creditors, itsremaining assets will be distributed ratably among the holders of shares of common stock on aper share basis.

Rights and Preferences

The common stock has no preemptive, redemption, conversion, or subscription rights. Therights, powers, preferences, and privileges of holders of the common stock are subject to, andmay be adversely affected by, the rights of the holders of shares of any series of preferredstock that the Company may designate and issue in the future.

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the specific risks described below, the risks described in our 200810-K, which are incorporated herein by reference, and any risks described in our other filings with the SEC incorporated herein by reference, before making aninvestment decision. See the section of this prospectus entitled “Where You Can Find More Information.” Any of the risks we describe below or in theinformation incorporated herein by reference could cause our business, financial condition, or operating results to suffer. The market price of our commonstock could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your investment. Some of thestatements in this section of the prospectus are forward-looking statements. For more information about forward-looking statements, please see the section ofthis prospectus entitled “Forward-Looking Statements.”

Risks Related to the 2016 Notes and the Collateral

The Company’s substantial indebtedness could affect its cash flows and flexibility.

The Company currently has a substantial amount of outstanding indebtedness. This level of indebtedness could make it difficult for the Company to makeinterest payments on, or to repurchase, the 2016 notes. In addition, the Company may borrow additional money that could be secured ahead of the 2016 notes.See “Description of 2016 Notes.” The Company’s subsidiaries also may incur additional debt that would be structurally senior to the 2016 notes. For moreinformation about the Company’s indebtedness after the Recapitalization Transactions, see “—Risks Related to the Company and the Company’s Business”and “Description of 2016 Notes.”

The Company’s substantial indebtedness could have important consequences to holders of 2016 notes. For example, it could:

• require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing theavailability of its cash flow for other general corporate purposes;

• limit the Company’s ability to fund future working capital, capital expenditures, acquisitions, investments, restructurings and other generalcorporate requirements; and

• limit the Company’s flexibility in responding to changes in its business and the industry in which it operates.

In order to pay the principal amount of the 2016 notes, the Company may be required to refinance its indebtedness, sell assets or operations, sell itsequity securities or seek other capital contributions.

In order to pay the principal amount of the 2016 notes upon the occurrence of an event of default or in the event the Company’s cash flows from operationsare insufficient to allow it to pay the principal amount of the 2016 notes at maturity, the Company may be required to refinance its indebtedness, sell assets oroperations, sell its equity securities or seek other capital contributions. Under the terms of our senior secured revolving credit facility and the indenturegoverning the 2016 notes (the “2016 notes Indenture”), the Company is limited in its ability to refinance its indebtedness and sell assets to finance itsoperations. For example, upon a disposition of certain assets (including the capital stock of its subsidiaries) the Company will be required to offer to repurchasethe 2016 notes with the proceeds of any such disposition that are not used to repay indebtedness under the Company’s senior secured revolving credit facility,in permitted capital expenditures, or as otherwise permitted under the 2016 notes Indenture. See “Description of 2016 Notes.” The Company cannot assure youthat it would be able to pay the principal amount of the 2016 notes if it took any of the above actions or that the 2016 notes Indenture or any of the Company’sother debt instruments or the debt instruments of its subsidiaries then in effect would permit the Company to take any of the above actions. See “Description of2016 Notes.”

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The 2016 notes and the related guarantees are effectively subordinated to other indebtedness.

The 2016 notes effectively rank junior to all amounts owed under our senior secured revolving credit facility and to other indebtedness permitted to beincurred on a first priority basis under the 2016 notes Indenture, to the extent of the value of the collateral, because such senior priority indebtedness lenderswill have a first-priority lien on the collateral pledged for the benefit of the 2016 notes. As a result, the lenders under the senior secured revolving credit facilityand any other priority lien debt will be paid in full from the proceeds of the collateral pledged to them before holders of 2016 notes are paid from anyremaining proceeds from the second lien collateral. In addition, subject to the restrictions contained in the 2016 notes Indenture, we may incur additional debtthat is secured by first priority liens on the collateral or by liens on assets that are not pledged to the holders of the 2016 notes, all of which would effectivelyrank senior to the 2016 notes to the extent of the value of the assets securing such indebtedness.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the 2016 notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured revolving credit facility that is not waived by therequired lenders under the senior secured revolving credit facility, and the remedies sought by the holders of such indebtedness could preclude us from payingprincipal, premium, and interest on the 2016 notes and substantially decrease the market value of the 2016 notes. If we are unable to generate sufficient cashflow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, and interest on our indebtedness, or if we otherwisefail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants inthe credit agreement governing our senior secured revolving credit facility and the 2016 notes Indenture), we could be in default under the terms of theagreements governing such indebtedness, including our senior secured revolving credit facility and the 2016 notes Indenture. In the event of such default, theholders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, thelenders under the credit agreement that governs our senior secured revolving credit facility could elect to terminate their commitments thereunder, ceasemaking further loans, and institute foreclosure proceedings against our assets that are pledged as collateral to support our obligations under the creditagreement governing our senior secured revolving credit facility, and we could be forced into bankruptcy or liquidation. In addition, some of our debtinstruments, including those governing our senior secured revolving credit facility and our 2016 notes, contain cross-default provisions that provide that, evenif we default on only one such debt instrument, all our debt under such instruments would become immediately due and payable. In such event, it is unlikelythat we would be able to satisfy our obligations under all of such accelerated indebtedness, including the 2016 notes, simultaneously. If our operatingperformance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facility to avoid being in default. Ifwe breach our covenants under the credit agreement governing our senior secured revolving credit facility and seek a waiver, we may not be able to obtain awaiver from the required lenders thereunder. If this occurs, we would be in default under our credit agreement, the lenders could exercise their rights, asdescribed above, and we could be forced into bankruptcy or liquidation. As of September 30, 2009, we had approximately $295.0 million of fundedindebtedness outstanding, including $20.0 million of outstanding secured indebtedness under our senior secured revolving credit facility, secured by a first-priority lien, and other long-term debt of $4.1 million.

We may be unable to purchase the 2016 notes upon a change of control.

Upon the occurrence of certain “change of control” events, you may require us to purchase your 2016 notes at 101% of their principal amount, plus accruedand unpaid interest, if any. The terms of our senior secured revolving credit facility will limit our ability to purchase the 2016 notes in those circumstances.Any of our future debt agreements may contain similar restrictions and provisions. Accordingly, we may not be able to satisfy our obligations to purchase your2016 notes unless we are able to refinance or obtain waivers under the senior secured revolving credit facility and other indebtedness with similar restrictions.In addition, we cannot assure you that we will have the financial resources to purchase your 2016 notes, particularly if that change of control event triggers asimilar repurchase requirement for, or results in the acceleration of, other indebtedness. Our senior secured revolving credit facility provides that certain changeof control events will constitute a default and could result in the acceleration of our indebtedness thereunder.

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If there is a default, proceeds from sales of the collateral will be applied first to satisfy amounts owed under our senior secured revolving creditfacility, and the value of the collateral may not be sufficient to repay the holders of the 2016 notes.

We and each guarantor will secure our obligations under the 2016 notes and related guarantees by a second-priority lien on certain assets that are alsopledged on a first priority basis to the lenders under our senior secured revolving credit facility and any other indebtedness that may be issued on a first-prioritybasis as permitted under the 2016 notes Indenture. As a result, upon any foreclosure on the collateral, proceeds will be applied first to repay amounts owedunder our senior secured revolving credit facility and any other priority lien debt and only then to satisfy amounts owed to holders of the 2016 notes. The valueof the 2016 notes in the event of a liquidation will depend on market and economic conditions, the availability of buyers, and similar factors. You should notrely upon the book value of the assets underlying the collateral as a measure of realizable value for such assets. By its nature, some or all the collateral may beilliquid and may have no readily ascertainable market value. Likewise, there is no assurance that the assets underlying the collateral will be saleable or, ifsaleable, that there will not be substantial delays in its liquidation. Accordingly, there can be no assurance that the proceeds of any sale of the collateralfollowing any acceleration of the maturity of the 2016 notes would be sufficient to satisfy, or would not be substantially less than, amounts due on the 2016notes after satisfying the obligations secured by the first priority liens.

If the proceeds of any sale of the assets underlying the collateral are insufficient to repay all amounts due on the 2016 notes, the holders of the 2016 notes(to the extent the 2016 notes are not repaid from the proceeds of the sale of the collateral) would have only an unsecured claim against our remaining assets,which claim will rank equal in priority to the unsecured claims of any unsatisfied portion of the obligations secured by the first-priority liens and our otherunsecured senior indebtedness.

The liens on the collateral will be released if certain conditions are met.

The liens on the collateral will be released if the lenders under the senior secured revolving credit facility release their security interest in such collateral (solong as it is a release of less than all or substantially all of the collateral). In addition, with the consent of at least two thirds or more of the holders ofoutstanding 2016 notes, the liens on the collateral may be released. In the event that the liens are released, the 2016 notes will essentially become ourunsecured obligations, and holders of the 2016 notes will not have recourse to any of our or our subsidiaries’ assets, should there be any default on the 2016notes or the guarantees.

The rights of holders of 2016 notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral.

The security interest in the collateral securing the 2016 notes includes assets, both tangible and intangible, whether now owned or acquired or arising in thefuture. There can be no assurance that the trustee or the collateral agent under the 2016 notes Indenture will monitor, or that we will inform the trustee or thecollateral trustee of, the future acquisition of property and rights that constitute collateral and that the necessary action will be taken to properly perfect thesecurity interest in such after-acquired property.

The rights of holders of 2016 notes to the collateral are governed, and limited, by the collateral trust agreement.

The rights of holders of 2016 notes to the collateral are governed by the collateral trust agreement. The holders of indebtedness under our senior securedrevolving credit facility, which is secured on a first-priority basis, control certain matters related to the collateral securing such indebtedness and the 2016 notespursuant to the terms of the collateral trust agreement. Under the collateral trust agreement, at any time that the indebtedness secured on a first-priority basisremains outstanding, many actions that may be taken in respect of the collateral, including the ability to commence enforcement proceedings against thecollateral and to control the conduct of such proceedings, and the approval of amendments to, releases of collateral from the lien of, and waivers of pastdefaults under, the collateral documents, will be at the direction of the holders of such indebtedness, and the collateral agent on behalf of the holders of the2016 notes may not have the ability to control or direct such actions, even if the rights of the holders of the 2016 notes are adversely affected.

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Certain defenses available to us and any of the guarantors may prevent the enforcement of the guarantees.

Enforcement of a guarantee against any guarantor would be subject to certain defenses available to guarantors generally and would also be subject to certaindefenses available to us regarding enforcement of the 2016 notes, including, without limitation, the right to force the trustee under the 2016 notes Indenture toexercise its remedies prior to commencement of any action on the guarantee. All guarantors will waive, with respect to the 2016 notes, all such defenses to theextent they may legally do so. See “Description of 2016 Notes – The 2016 Notes and the Note Guarantees.” If, however, a court voided any guarantee or heldthe 2016 notes or the guarantees unenforceable against us or any of the guarantors under applicable law, you would cease to have any claim against us or inrespect of such guarantee, as the case may be.

Fraudulent conveyance and similar laws may adversely affect the validity and enforceability of the guarantees of the 2016 notes.

Each of the guarantor’s obligations under its respective guarantee of the 2016 notes could be subject to avoidance or subordination under various state andfederal fraudulent transfer laws or fraudulent conveyance laws in the event that a court were to find that (i) the guarantor in question received less thanreasonably equivalent value or fair consideration in exchange for its guarantee and (ii) at the time of the issuance of its guarantee, such guarantor (A) wasinsolvent or was rendered insolvent as a result of the issuance of its guarantee, (B) was engaged, or was about to engage, in a business or transaction for whichthe property remaining with it was unreasonably small capital or for which its unencumbered assets constituted unreasonably small capital, or (C) intended toincur, or believed that it would incur, debts beyond its ability to pay as they mature. Furthermore, a court could avoid a guarantor’s obligations under itsguarantee without regard to solvency, capitalization, and other conditions described in clauses (ii)(A), (B), and (C) above if it finds that the obligations createdby the guarantee were incurred with actual intent to hinder, delay, or defraud existing or future creditors.

The determination of insolvency for purposes of fraudulent transfer laws varies somewhat depending upon the law of the jurisdiction being applied.Generally, however, an entity is insolvent if (i) the sum of its debts (including unliquidated or contingent debts) is greater than all of its property, at a fairvaluation, and (ii) the present fair saleable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts asthey become absolute and matured. Additionally, under many state fraudulent transfer laws, an entity is presumed to be insolvent if it is generally not paying itsdebts as they become due.

If the obligations under any of the guarantees were to be avoided, there can be no assurance that the recoveries under any remaining guarantees that are notavoided under the fraudulent transfer laws would be sufficient to pay the outstanding amounts due and owing under the 2016 notes. Moreover, if the guaranteesare avoided under fraudulent transfer laws, the liens and security interests granted as security for the guarantees would also be avoided.

If a court voided any guarantee as a result of a fraudulent transfer laws, or held it unenforceable for any other reason, you would cease to have any claim inrespect of such guarantee and would be the creditor of us and the remaining guarantors, and if a court subordinated any guarantee to other obligations of theguarantor, your ability to recover on the guarantee would be adversely affected.

Insolvency laws could limit your ability to enforce your rights under the 2016 notes and the guarantees or realize upon the collateral.

Any insolvency proceedings with regard to us or any guarantor would most likely be based on and governed by the insolvency laws of the jurisdiction underwhich the relevant entity is organized. As a result, in the event of insolvency with regard to any of these entities, the claims of holders of the 2016 notes againstus or a guarantor may be subject to the insolvency laws of its jurisdiction of organization. The provisions of such insolvency laws differ substantially from eachother including with regard to rights of creditors, priority claims, and procedure and may contain provisions that are unfavorable to holders of 2016 notes. Inaddition, there can be no assurance as to how the insolvency laws of these jurisdictions will be applied in insolvency proceedings relating to severaljurisdictions.

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The lenders under our senior secured revolving credit facility have first-ranking security over substantially all of the tangible and intangible assets of us andthe guarantors. In some jurisdictions, after the occurrence of, among other things, an insolvency event, secured lenders have additional rights with respect toinsolvency proceedings, including among other things, the right to direct the disposition of any security. Under applicable federal bankruptcy laws, however,secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such adebtor, without the approval of the bankruptcy court. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateraleven though the debtor is in default under the applicable debt instruments, provided generally that the secured creditor is given “adequate protection.” Themeaning of the term “adequate protection” may vary according to the circumstances, but it is intended in general to protect the value of the secured creditor’sinterest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such timesas the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of thecollateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionarypowers of a U.S. bankruptcy court, we cannot predict whether payments under the 2016 notes would be made following commencement of and during abankruptcy case, whether or when the trustee under the 2016 notes Indenture for the 2016 notes could foreclose upon or sell the collateral, or whether or towhat extent holders of 2016 notes would be compensated for any delay in payment or loss of value of the collateral through the provision of “adequateprotection.” Your ability to realize claims against us with respect to your 2016 notes, if we or any guarantor becomes insolvent, may be limited.

Under applicable insolvency laws, our or any guarantor’s liabilities in respect of the 2016 notes may, in the event of insolvency or similar proceeding, alsorank junior to some of our or any guarantor’s debts that are entitled to priority under such law of such jurisdiction. For example, debts entitled to priority mayinclude (a) amounts owed in respect of occupational pension schemes, (b) certain amounts owed to employees, (c) amounts owed to governmental agencies,and (d) expenses of an insolvency practitioner. In addition, in some jurisdictions, the examiner, administrator, or similar party may be legally required toconsider the interests of third parties (including, for example, employees) in connection with the proceedings.

If a trading market for the 2016 notes does not develop, it may be difficult for you to sell the 2016 notes if you wish to liquidate your investment.

There is no established trading market for the 2016 notes. A liquid trading market may not develop for the 2016 notes, which would make it difficult totrade the 2016 notes and would adversely affect the price you would be able to receive for the 2016 notes should you be able to trade them. The Company doesnot intend to apply to list the 2016 notes on any securities exchange or to have the 2016 notes quoted on any automated quotation system.

The liquidity of any trading market and the market price for the 2016 notes will depend on, among other things: (1) the number of holders of the 2016 notes;(2) the Company’s performance; (3) the market for securities that are similar to the 2016 notes; and (4) the interest of securities dealers in making a market inthe 2016 notes. Even if a market for the 2016 notes does develop, the 2016 notes may trade at a discount, depending on the factors described above.

If no active trading market develops for the 2016 notes, you may not be able to resell the 2016 notes at their fair market value or at all. Future trading pricesof 2016 notes will depend on many factors, including, among other things, prevailing interest rates, the Company’s operating results and the market for similarsecurities.

Risks Related to the Common Stock

The price of the Company’s common stock is volatile and may decline.

The market price of our common stock historically has experienced and may continue to experience significant price fluctuations similar to thoseexperienced by the broader stock market in recent years. In addition, the price of our common stock may fluctuate significantly in response to various factors,including:

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• the Recapitalization Transactions, which involved the issuance of an additional 58,571,428 shares of common stock;

• actual or anticipated fluctuations in its results of operations;

• announcements by the Company’s or its competitors of significant business developments, changes in customer relationships, acquisitions, orexpansion plans;

• changes in the prices of products the Company sells;

• the Company’s involvement in litigation, including litigation related to the Recapitalization Transactions;

• the Company’s sale of common stock or other securities in the future;

• market conditions in the Company’s industry;

• changes in key personnel;

• changes in market valuation or earnings of the Company’s competitors;

• the trading volume of the Company’s common stock;

• changes in the estimation of the future size and growth rate of the Company’s markets; and

• general economic and market conditions.

Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past,following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. Ifwe were involved in any similar litigation we could incur substantial costs and our management’s attention and resources could be diverted, which couldadversely affect our financial condition, results of operations and cash flows. As a result, it may be difficult for you to resell your shares of common stock inthe future.

Significant sales of our common stock, or the perception that significant sales may occur in the future, could adversely affect the market price of ourcommon stock.

The sale of substantial amounts of our common stock could adversely affect the price of our common stock. Sales of substantial amounts of our commonstock in the public market, and the availability of shares for future sale, including up to 58,571,428 shares of our common stock issued in the RecapitalizationTransactions, and 2,283,561 shares of our common stock issuable as of December 29, 2009, upon exercise of outstanding options to acquire shares of ourcommon stock under the Company’s stock incentive plans, including the 2007 Incentive Plan, as it may be amended, could adversely affect the prevailingmarket price of our common stock and could cause the market price of our common stock to remain low for a substantial time. Additional options may also begranted under the Company’s incentive plans, including the Company’s 2007 Incentive Plan, as it may be amended. We cannot foresee the effect of suchpotential sales on the market, but it is possible that if a significant percentage of such available shares were attempted to be sold within a short period of time,the market for our shares of common stock would be adversely affected. It is also unclear whether or not the market for our common stock could absorb a largenumber of attempted sales in a short period of time, regardless of the price at which they might be offered. Even if a substantial number of sales do not occurwithin a short period of time, the mere existence of this “market overhang” could have a negative effect on the market for our common stock and our ability toraise additional capital.

Risks Related to the Company and the Company’s Business

The industry in which we operate is dependent upon the homebuilding industry, the economy, the credit markets, and other important factors.

The building products industry is highly dependent on new home construction, which in turn is dependent upon a number of factors, including interest rates,consumer confidence, foreclosure rates, and the health of the economy and mortgage markets. Unfavorable changes in demographics, credit markets, consumerconfidence, housing affordability, or inventory levels, or weakening of the national economy or of any regional or local economy in which we operate, couldadversely affect consumer spending, result in decreased demand for homes, and adversely affect our business. Production of new homes may also declinebecause of shortages of qualified tradesmen, reliance

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on inadequately capitalized sub-contractors, and shortages of material. In addition, the homebuilding industry is subject to various local, state, and federalstatutes, ordinances, rules, and regulations concerning zoning, building design and safety, construction, and similar matters, including regulations that imposerestrictive zoning and density requirements in order to limit the number of homes that can be built within the boundaries of a particular area. Increasedregulatory restrictions could limit demand for new homes and could negatively affect our sales and earnings. Because we have substantial fixed costs,relatively modest declines in our customers’ production levels could continue to have a significant adverse effect on our financial condition, operating resultsand cash flows.

The homebuilding industry is undergoing a significant and sustained downturn. According to the U.S. Census Bureau, actual single family housing starts inthe U.S. during 2008 declined 57.5% from 2006 to 2008 and declined 34.5% for the nine months ended September 30, 2009 compared to the prior year period.We believe that the market downturn is attributable to a variety of factors including: an economic recession; limited credit availability; excess homeinventories; a substantial reduction in speculative home investment; a decline in consumer confidence; higher unemployment; and an industry-wide softeningof demand. The downturn in the homebuilding industry has resulted in a substantial reduction in demand for our products and services, which in turn had asignificant adverse effect on our business and operating results during fiscal 2007, 2008, and 2009 to date.

In addition, beginning in 2007, the mortgage markets experienced substantial disruption due to increased defaults, primarily as a result of credit qualitydeterioration. The disruption has continued to date and has precipitated evolving changes in the regulatory environment and reduced availability of mortgagesfor potential homebuyers due to an illiquid credit market, substantial declines in housing prices, and more restrictive standards to qualify for mortgages. During2008, the conditions in the credit markets worsened and the economy fell into a recession. In addition, the credit markets and the financial services industryexperienced a significant crisis characterized by the bankruptcy or failure of various financial institutions and severe limitations on credit availability. As aresult, the credit markets have become highly illiquid as financial and lending institutions have severely restricted lending in order to conserve cash and protecttheir balance sheets. Although Congress and applicable regulatory authorities have enacted legislation and implemented programs designed to protect financialinstitutions and free up the credit markets, it is unclear whether these actions have been effective to date or will be effective in the future. Mortgage financingand commercial credit for homebuilders continues to be severely constrained. As the housing industry is dependent upon the economy as well as potentialhomebuyers’ access to mortgage financing and homebuilders’ access to commercial credit, it is likely there will be further damage to an already weak housingindustry until conditions in the economy and the credit markets substantially improve.

We cannot predict the duration of the current market conditions, or the timing or strength of a future recovery of housing activity in our markets, if any. Wealso cannot provide any assurances that the homebuilding industry will not weaken further or that the operational strategies we have implemented to addressthe current market conditions will be successful. Continued weakness in the homebuilding industry would have a significant adverse effect on our business,financial condition and operating results.

In view of the current housing downturn, we may be required to take additional impairment charges relating to our operations or close under-performing locations.

During 2008, we recorded goodwill impairment charges of $39.9 million in continuing operations related to our Florida reporting unit and $4.0 million indiscontinued operations, net of tax, related to our Ohio reporting unit. We also recorded in 2008 impairment charges related to long-lived assets, other thangoodwill, of $7.0 million in continuing operations and $0.1 million in discontinued operations, net of tax. During 2009, we recorded an impairment charge of$0.5 million in continuing operations to reduce the carrying value of a parcel of real estate being held for sale. If the current weakness in the homebuildingindustry continues, we may need to take additional goodwill and/or asset impairment charges relating to certain of our reporting units. Any such non-cashcharges would have an adverse effect on our financial results. In addition, in response to industry and market conditions, we may have to close certain facilitiesin under-performing markets, although we have no specific plans for additional facility closures at this time. Such facility closures could have a significantadverse effect on our financial condition, operating results, and cash flows.

We may have future capital needs and may not be able to obtain additional financing on acceptable terms.

We are substantially reliant on cash on hand and our $250 million senior secured revolving credit facility to provide working capital and fund ouroperations. Our inability to renew or replace this facility when required or when business conditions warrant, could have a material

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adverse effect on our business, financial condition, and results of operations. As of September 30, 2009, our outstanding borrowings under this facility were$20.0 million, and our net available borrowing capacity in excess of our minimum liquidity covenant was $0. Our inability to borrow additional funds underthis facility to fund our working capital requirements and our operations could have a significant adverse effect on our financial condition, operating results andcash flows.

Current economic conditions and conditions in the credit markets, the economic climate affecting our industry, and the success of our recapitalizationtransaction, as well as other factors, may constrain our financing abilities. Our ability to secure additional financing, if available, and to satisfy our financialobligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability of credit generally, economicconditions, and financial, business, and other factors, many of which are beyond our control. The prolonged continuation or worsening of the current marketand macroeconomic conditions that affect our industry could require us to seek additional capital and have a material adverse effect on our ability to securesuch capital on favorable terms, if at all.

We may be unable to secure additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financialobligations under indebtedness outstanding from time to time, including our 2012 notes, our senior secured revolving credit facility, and the 2016 notes. Theindenture governing the 2016 notes, moreover, among other restrictions, reduces the amount of permitted indebtedness allowed the Company. In addition, iffinancing is not available when needed, or is available on unfavorable terms, we may be unable to take advantage of business opportunities or respond tocompetitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations. If additional funds areraised through the issuance of additional equity or convertible debt securities, our stockholders may experience significant dilution.

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes inthe economy or our industry, and prevent us from meeting our obligations under our debt instruments.

As of September 30, 2009, our funded debt was $295.0 million, of which $20.0 million consisted of outstanding borrowings under our senior securedrevolving credit facility and $275.0 million was indebtedness under our 2012 notes, and other long-term debt of $4.1 million. In addition, we have significantobligations under ongoing operating leases that are not reflected in our balance sheet.

As of September 30, 2009, $295.0 million of our debt was at a variable interest rate. If interest rates rise, our interest expense would increase. However, ourinterest rate swap contracts fix interest rates on a portion of our outstanding long-term debt balances. Based on debt outstanding at September 30, 2009, a 1%increase in interest rates would result in approximately $1.0 million of additional interest expense annually. In addition, the 2016 notes bear interest at asignificantly higher interest rate (3-month LIBOR (subject to a 3.0% floor) plus 10.0%) than the interest rate under the 2012 notes (3-month LIBOR plus4.25%).

Our substantial debt could have important consequences to us, including:

• increasing our vulnerability to general economic and industry conditions;

• requiring a substantial portion of our cash flow used in operations to be dedicated to the payment of principal and interest on our indebtedness,therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities;

• exposing us to the risk of increased interest rates, and corresponding increased interest expense, because a significant portion of our borrowingsare at variable rates of interest;

• limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and generalcorporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who haveless debt.

In addition, some of our debt instruments, including those governing our senior secured revolving credit facility and our notes, contain cross-defaultprovisions that could result in our debt being declared immediately due and payable under a number of debt instruments, even if we default on only one debtinstrument. In such event, it is unlikely that we would be able to satisfy our obligations under all of such accelerated indebtedness simultaneously.

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We may incur additional indebtedness.

We may incur additional indebtedness under our senior secured revolving credit facility, which provides for up to $250.0 million of revolving creditborrowings. Given the severe housing downturn, we are currently substantially reliant on our cash on hand and our credit facility to fund our operations. Inaddition, we may be able to incur substantial additional indebtedness in the future, including collateralized debt, subject to the restrictions contained in thecredit agreement governing our senior secured revolving credit facility and the indenture governing the 2016 notes. If new debt is added to our current debtlevels, the related risks that we now face could intensify.

Our debt instruments contain various covenants that limit our ability to operate our business.

Our financing arrangements, including our senior secured revolving credit facility and the indenture governing our 2016 notes contain various provisionsthat limit our ability to, among other things:

• transfer or sell assets, including the equity interests of our restricted subsidiaries, or use asset sale proceeds;

• incur additional debt;

• pay dividends or distributions on our capital stock or repurchase our capital stock;

• make certain restricted payments or investments;

• create liens to secure debt;

• enter into transactions with affiliates;

• merge or consolidate with another company or continue to receive the benefits of these financing arrangements under a “change in control”scenario (as defined in those agreements); and

• engage in unrelated business activities.

In addition, our senior secured revolving credit facility requires us to meet a specified financial ratio. This financial ratio is a fixed charge coverage ratio of1:1 that is triggered if our available borrowing capacity, as determined under the borrowing base formula, is less than $35 million. The fixed charge coverageratio is defined as the ratio of earnings before interest expenses, income taxes, depreciation, and amortization expenses minus capital expenditures, cash taxespaid, dividends, distributions and share repurchases or redemptions to the sum of scheduled principal payments and interest expense on a trailing 12 monthbasis from the trigger date. These covenants may restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these andother provisions of the indenture governing our notes and the senior secured revolving credit facility may be affected by changes in our operating and financialperformance, changes in general business and economic conditions, adverse regulatory developments, a change in control or other events beyond our control.The breach of any of these covenants, including those contained in our senior secured revolving credit facility, the indentures governing our 2012 notes and our2016 notes, could result in a default under our indebtedness, which could cause those and other obligations to become due and payable. If any of ourindebtedness is accelerated, we may not be able to repay it.

At September 30, 2009, our net available borrowing capacity under our senior secured revolving credit facility in excess of the $35 million liquiditycovenant was zero due to a drop in our eligible borrowing base coupled with lower seasonal advance rates set forth under the credit agreement. Approximately$4.3 million of cash on hand at September 30, 2009 supported a short-fall in the calculation of the $35 million minimum liquidity covenant contained in thecredit agreement. This covenant calculates as eligible borrowing base less outstanding borrowings. The resulting amount must exceed $35 million or we arerequired to meet a fixed charge coverage ratio of 1:1, which we currently would not meet. Further declines in our borrowing base, if any, could compel us toeither repay outstanding borrowings under the senior secured revolving credit facility or increase cash on deposit with the agent.

We occupy most of our facilities under long-term non-cancelable leases. We may be unable to renew leases at the end of their terms. If we close afacility, we are still obligated under the applicable lease.

Most of our facilities are located in leased premises. Many of our current leases are non-cancelable and typically have terms ranging from 5 to 15 years andmost provide options to renew for specified periods of time. We believe that leases we enter into in the future will likely be long-term and non-cancelable andhave similar renewal options. If we close or idle a facility, we generally remain committed to perform our obligations under the applicable lease, which wouldinclude, among other things, payment of the base rent for the balance of the lease term. During 2007, 2008, and 2009, we closed or idled a number of facilitiesfor which we remain liable on the lease obligations. Our obligation to

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continue making rental payments in respect of leases for closed or idled facilities could have a material adverse effect on our business and results of operations.Alternatively, at the end of the lease term and any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if atall. If we are unable to renew our facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, and couldhave a material adverse effect on our business and results of operations. For example, closing a facility, even during the time of relocation, will reduce the salesthat the facility would have contributed to our revenues. Additionally, the revenue and profit, if any, generated at a relocated facility may not equal the revenueand profit generated at the existing one.

We are a holding company and conduct all of our operations through our subsidiaries.

We are a holding company that derives all of our operating income from our subsidiaries. All of our assets are held by our direct and indirect subsidiaries.We rely on the earnings and cash flows of our subsidiaries, which are paid to us by our subsidiaries in the form of dividends and other payments ordistributions, to meet our debt service obligations. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend ontheir respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount offunds available for the payment of dividends and other distributions to us), the terms of existing and future indebtedness and other agreements of oursubsidiaries, the senior secured revolving credit facility, the terms of the indentures governing our 2012 notes and 2016 notes, and the covenants of any futureoutstanding indebtedness we or our subsidiaries incur.

Our financial condition and operating performance and that of our subsidiaries is also subject to prevailing economic and competitive conditions and tocertain financial, business, and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activitiessufficient to permit us to pay the principal, premium, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sellassets, seek additional capital, or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meetour scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might berequired to dispose of material assets or operations to meet our debt service and other obligations. The credit agreement governing our senior secured revolvingcredit facility and the indenture governing our 2016 notes restrict our ability to dispose of assets and use the proceeds from such disposition. We may not beable to consummate those dispositions or be able to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet anydebt service obligations then due.

The building supply industry is cyclical and seasonal.

The building products supply industry is subject to cyclical market pressures. Prices of building products are subject to fluctuations arising from changes insupply and demand, national and international economic conditions, labor costs, competition, market speculation, government regulation, and trade policies, aswell as from periodic delays in the delivery of lumber and other products. For example, prices of wood products, including lumber and panel products, aresubject to significant volatility and directly affect our sales and earnings. In particular, low market prices for wood products over a sustained period canadversely affect our financial condition, operating results and cash flows. For the nine months ended September 30, 2009, average prices for lumber andlumber sheet goods were 16.2% lower than the prior year. The current housing downturn has resulted in a prolonged period of relatively low market prices forwood products. Our lumber and lumber sheet goods product category represented 23.9% of total sales for the nine months ended September 30, 2009. We haveno ability to control the timing and amount of pricing changes for building products. In addition, the supply of building products fluctuates based on availablemanufacturing capacity. A shortage of capacity or excess capacity in the industry can result in significant increases or declines in market prices for thoseproducts, often within a short period of time. Such price fluctuations can adversely affect our financial condition, operating results and cash flows.

In addition, although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in thefirst and fourth quarters in our markets. To the extent that hurricanes, severe storms, floods, other natural disasters, or similar events occur in the markets inwhich we operate, our business may be adversely affected. We anticipate that fluctuations from period to period will continue in the future.

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The loss of any of our significant customers could affect our financial health.

Our 10 largest customers generated approximately 19.0% and 21.3% of our sales for the year ended December 31, 2008 and the nine months endedSeptember 30, 2009, respectively. We cannot guarantee that we will maintain or improve our relationships with these customers or that we will continue tosupply these customers at historical levels. Due to the current housing downturn, many of our homebuilder customers have substantially reduced constructionactivity. Some homebuilder customers have exited or severely curtailed building activity in certain of our markets. This trend is likely to continue until there isa housing recovery in our markets. A continued housing downturn could have a significant adverse effect on our financial condition, operating results, and cashflows.

In addition to these factors, production homebuilders and other customers may: (1) seek to purchase some of the products that we currently sell directlyfrom manufacturers, (2) elect to establish their own building products manufacturing and distribution facilities, or (3) give advantages to manufacturing ordistribution intermediaries in which they have an economic stake. In addition, continued consolidation among production homebuilders could also result in aloss of some of our present customers to our competitors. The loss of one or more of our significant customers or deterioration in our relations with any ofthem could significantly affect our financial condition, operating results and cash flows. Furthermore, our customers are not required to purchase any minimumamount of products from us. The contracts into which we have entered with most of our professional customers typically provide that we supply particularproducts or services for a certain period of time when and if ordered by the customer. Should our customers purchase our products in significantly lowerquantities than they have in the past, such decreased purchases could have a material adverse effect on our financial condition, operating results, and cashflows.

Our industry is highly fragmented and competitive, and increased competitive pressure may adversely affect our results.

The building products supply industry is highly fragmented and competitive. We face significant competition from local and regional building materialschains, as well as from privately-owned single site enterprises. Any of these competitors may (1) foresee the course of market development more accuratelythan do we, (2) develop products that are superior to our products, (3) have the ability to produce similar products at a lower cost, (4) develop strongerrelationships with local homebuilders, or (5) adapt more quickly to new technologies or evolving customer requirements than do we. As a result, we may notbe able to compete successfully with them. In addition, home center retailers, which have historically concentrated their sales efforts on retail consumers andsmall contractors, may in the future intensify their marketing efforts to professional homebuilders. Furthermore, certain product manufacturers sell anddistribute their products directly to production homebuilders. The volume of such direct sales could increase in the future. Additionally, manufacturers ofproducts distributed by us may elect to sell and distribute directly to homebuilders in the future or enter into exclusive supplier arrangements with otherdistributors. Consolidation of production homebuilders may result in increased competition for their business. Finally, we may not be able to maintain ouroperating costs or product prices at a level sufficiently low for us to compete effectively. If we are unable to compete effectively, our financial condition,operating results, and cash flows may be adversely affected.

We are subject to competitive pricing pressure from our customers.

Production homebuilders historically have exerted significant pressure on their outside suppliers to keep prices low because of their market share and theirability to leverage such market share in the highly fragmented building products supply industry. The current housing industry downturn has resulted insignificantly increased pricing pressures from production homebuilders and other customers. In addition, continued consolidation among productionhomebuilders, and changes in production homebuilders’ purchasing policies or payment practices, could result in additional pricing pressure. If we are unableto generate sufficient cost savings to offset any price reductions, our financial condition, operating results and cash flows may be adversely affected. Inaddition, as a result of the housing downturn, several of our homebuilder customers have defaulted on amounts owed to us, or their payable days have becomeextended as a result of their financial condition. Such payment failures or delays may significantly adversely affect our financial condition, operating results,and cash flows.

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The ownership position of JLL and Warburg Pincus limits other stockholders’ ability to influence corporate matters.

On the record date for the rights offering, JLL beneficially owned approximately 24.6% of our outstanding common stock, and Warburg Pincus beneficiallyowned approximately 24.9% of our outstanding common stock. As stockholders of the Company as of the record date, JLL and Warburg Pincus have the rightto subscribe for and purchase shares of our common stock under the basic subscription privilege of the rights offering, although they do not have the right toparticipate in the over-subscription privilege. If JLL and Warburg Pincus are the only holders of rights who exercise their rights in the rights offering and JLLand Warburg Pincus each exchange $48.909 million aggregate principal amount of 2012 notes for common stock, the Company will issue an aggregate of28,397,849 and 28,563,541 shares of common stock to JLL and Warburg Pincus, respectively, and 1,610,038 shares of common stock to the other holders of2012 notes who participate in the debt exchange. Under such circumstances, JLL’s ownership percentage of our outstanding common stock would increase toapproximately 39.3%, and Warburg Pincus’ ownership percentage of our outstanding common stock would increase to approximately 39.6%, in each case aftergiving effect to this rights offering and the debt exchange. As a result, JLL and Warburg Pincus would be able to exercise substantial control over mattersrequiring stockholder approval. Your interests as a holder of common stock may differ from the interests of JLL and Warburg Pincus.

Six of our ten directors hold positions with affiliates of either JLL or Warburg Pincus. Accordingly, JLL and Warburg Pincus have significant influence overour management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, suchas a merger or other sale of our company or its assets. This concentrated ownership position limits other stockholders’ ability to influence corporate mattersand, as a result, we may take actions that some of our stockholders do not view as beneficial. Additionally, JLL and Warburg Pincus are in the business ofmaking investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Theseentities may also pursue, for their own accounts, acquisition opportunities that may be complementary to our business, and, as a result, those acquisitionopportunities may not be available to us. Further, certain provisions of our amended and restated certificate of incorporation and amended and restated bylawsmay limit your ability to influence corporate matters, and, as a result, we may take actions that some of our stockholders do not view as beneficial.

Our continued success will depend on our ability to retain our key employees and to attract and retain new qualified employees.

Our success depends in part on our ability to attract, hire, train, and retain qualified managerial, sales, and marketing personnel. We face significantcompetition for these types of employees in our industry and from other industries. We may be unsuccessful in attracting and retaining the personnel werequire to conduct and expand our operations successfully. In addition, key personnel may leave us and compete against us. Our success also depends to asignificant extent on the continued service of our senior management team. We may be unsuccessful in replacing key managers who either quit or retire. Theloss of any member of our senior management team or other experienced, senior employees could impair our ability to execute our business plan, cause us tolose customers and reduce our net sales, or lead to employee morale problems and/or the loss of other key employees. In any such event, our financialcondition, operating results, and cash flows could be adversely affected.

The nature of our business exposes us to product liability and warranty claims and other legal proceedings.

We are involved in product liability and product warranty claims relating to the products we manufacture and distribute that, if adversely determined, couldadversely affect our financial condition, operating results, and cash flows. We rely on manufacturers and other suppliers to provide us with many of theproducts we sell and distribute. Because we do not have direct control over the quality of such products manufactured or supplied by such third-party suppliers,we are exposed to risks relating to the quality of such products. In addition, we are exposed to potential claims arising from the conduct of homebuilders andtheir subcontractors, for which we may be contractually liable. Although we currently maintain what we believe to be suitable and adequate insurance in excessof our self-insured amounts, there can be no assurance that we will be able to maintain such insurance on acceptable terms or that such insurance will provideadequate protection against potential liabilities. Product liability claims can be expensive to defend and can divert the attention of management and otherpersonnel for significant periods, regardless of the ultimate outcome. Claims of this nature could also have a negative impact on customer confidence in our

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products and our company. In addition, we are involved on an ongoing basis in other types of legal proceedings. We cannot assure you that any current orfuture claims will not adversely affect our financial condition, operating results, and cash flows.

Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.

Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers andother suppliers. Generally, our products are obtainable from various sources and in sufficient quantities. However, the loss of, or a substantial decrease in theavailability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cashflows.

Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure byour suppliers to continue to supply us with products on commercially reasonable terms, or at all, could put pressure on our operating margins or have a materialadverse effect on our financial condition, operating results, and cash flows. Short-term changes in the cost of these materials, some of which are subject tosignificant fluctuations, are sometimes, but not always passed on to our customers. Our delayed ability to pass on material price increases to our customerscould adversely impact our financial condition, operating results, and cash flows.

A range of factors may make our quarterly revenues and earnings variable.

We have historically experienced, and in the future will continue to experience, variability in revenues and earnings on a quarterly basis. The factorsexpected to contribute to this variability include, among others: (1) the volatility of prices of lumber and wood products, (2) the cyclical nature of thehomebuilding industry, (3) general economic conditions in the various local markets in which we compete, (4) the pricing policies of our competitors, (5) theproduction schedules of our customers, and (6) the effects of the weather. These factors, among others, make it difficult to project our operating results on aconsistent basis, which may affect the price of our stock.

We may be adversely affected by any disruption in our information technology systems.

Our operations are dependent upon our information technology systems, which encompass all of our major business functions. Our primary enterpriseresource planning (“ERP”) system, which we use for operations representing approximately 97% of our sales, is a proprietary system that has been highlycustomized by our computer programmers. Our centralized financial reporting system currently draws data from our ERP systems. We rely upon suchinformation technology systems to manage and replenish inventory, to fill and ship customer orders on a timely basis, and to coordinate our sales activitiesacross all of our products and services. A substantial disruption in our information technology systems for any prolonged time period (arising from, forexample, system capacity limits from unexpected increases in our volume of business, outages, or delays in our service) could result in delays in receivinginventory and supplies or filling customer orders and adversely affect our customer service and relationships. Our systems might be damaged or interrupted bynatural or man-made events or by computer viruses, physical or electronic break-ins, or similar disruptions affecting the global Internet. As part of ourcontinuing integration of our computer systems, we plan to integrate our ERPs into a single system. This integration may divert management’s attention fromour core businesses. In addition, we may experience delays in such integration or problems with the functionality of the integrated system, which couldincrease the expected cost of the integration. There can be no assurance that such delays, problems, or costs will not have a material adverse effect on ourfinancial condition, operating results and cash flows.

We may be adversely affected by any natural or man-made disruptions to our distribution and manufacturing facilities.

We currently maintain a broad network of distribution and manufacturing facilities throughout the southern and eastern U.S. Any serious disruption to ourfacilities resulting from fire, earthquake, weather-related events, an act of terrorism, or any other cause could damage a significant portion of our inventory andcould materially impair our ability to distribute our products to customers. Moreover, we could incur significantly higher costs and longer lead times associatedwith distributing our products to our customers during the time that it takes for us to reopen or replace a damaged facility. In addition, any shortages of fuel orsignificant fuel cost increases could seriously disrupt our ability to

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distribute products to our customers. If any of these events were to occur, our financial condition, operating results, and cash flows could be materiallyadversely affected.

We may be unable to successfully implement our growth strategy, which includes increasing sales of our prefabricated components and other value-added products, pursuing strategic acquisitions, and opening new facilities.

Our strategy depends in part on growing our sales of prefabricated components and other value-added products and increasing our market share. If any ofthese initiatives are not successful, or require extensive investment, our growth may be limited, and we may be unable to achieve or maintain expected levels ofgrowth and profitability.

Our long-term business plan also provides for continued growth through strategic acquisitions and organic growth through the construction of new facilitiesor the expansion of existing facilities. Failure to identify and acquire suitable acquisition candidates on appropriate terms could have a material adverse effecton our growth strategy. Moreover, a significant change in our business, the economy, or the housing market, an unexpected decrease in our cash flow for anyreason, or the requirements of our senior secured revolving credit facility and the indenture governing the 2016 notes could result in an inability to obtain thecapital required to effect new acquisitions or expansions of existing facilities. Our failure to make successful acquisitions or to build or expand facilities,including manufacturing facilities, produce saleable product, or meet customer demand in a timely manner could result in damage to or loss of customerrelationships, which could adversely affect our financial condition, operating results, and cash flows. In addition, although we have been successful in the pastin integrating 27 acquisitions, we may not be able to integrate the operations of future acquired businesses with our own in an efficient and cost-effectivemanner or without significant disruption to our existing operations. Acquisitions, moreover, involve significant risks and uncertainties, including difficultiesintegrating acquired personnel and corporate cultures into our business, the potential loss of key employees, customers or suppliers, difficulties in integratingdifferent computer and accounting systems, exposure to unforeseen liabilities of acquired companies, and the diversion of management attention and resourcesfrom existing operations. We may be unable to successfully complete potential acquisitions due to multiple factors, such as issues related to regulatory reviewof the proposed transactions. We may also be required to incur additional debt in order to consummate acquisitions in the future, which debt may be substantialand may limit our flexibility in using our cash flow from operations. Our failure to integrate future acquired businesses effectively or to manage otherconsequences of our acquisitions, including increased indebtedness, could prevent us from remaining competitive and, ultimately, could adversely affect ourfinancial condition, operating results, and cash flows.

Federal, state, local, and other regulations could impose substantial costs and/or restrictions on our operations that would reduce our net income.

We are subject to various federal, state, local, and other regulations, including, among other things, regulations promulgated by the Department ofTransportation and applicable to our fleet of delivery trucks, work safety regulations promulgated by the Department of Labor’s Occupational Safety andHealth Administration, employment regulations promulgated by the United States Equal Employment Opportunity Commission, accounting standards issuedby the Financial Accounting Standards Board or similar entities, and state and local zoning restrictions and building codes. More burdensome regulatoryrequirements in these or other areas may increase our general and administrative costs and adversely affect our financial condition, operating results, and cashflows. Moreover, failure to comply with the regulatory requirements applicable to our business could expose us to substantial penalties that could adverselyaffect our financial condition, operating results and cash flows.

We are subject to potential exposure to environmental liabilities and are subject to environmental regulation.

We are subject to various federal, state, and local environmental laws, ordinances, and regulations. Although we believe that our facilities are in materialcompliance with such laws, ordinances, and regulations, as owners and lessees of real property, we can be held liable for the investigation or remediation ofcontamination on such properties, in some circumstances, without regard to whether we knew of or were responsible for such contamination. No assurance canbe provided that remediation may not be required in the future as a result of spills or releases of petroleum products or hazardous substances, the discovery ofunknown environmental conditions, or more stringent standards regarding existing residual contamination. More burdensome environmental regulatoryrequirements may increase our general and administrative costs and adversely affect our financial condition, operating results, and cash flows.

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We may be adversely affected by uncertainty in the economy and financial markets, including as a result of terrorism and the war in the Middle Eastand Afghanistan.

Instability in the economy and financial markets, including as a result of terrorism and the war in the Middle East and Afghanistan, may result in a decreasein housing starts, which would adversely affect our business. In addition, the war, related setbacks or adverse developments, including a retaliatory militarystrike or terrorist attack, may cause unpredictable or unfavorable economic conditions and could have a material adverse effect on our financial condition,operating results, and cash flows. In addition, any shortages of fuel or significant fuel cost increases related to geopolitical conditions could seriously disruptour ability to distribute products to our customers. Terrorist attacks similar to the ones committed on September 11, 2001, may directly affect our ability tokeep our operations and services functioning properly and could have a material adverse effect on our financial condition, operating results, and cash flows.

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FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of theSecurities Exchange Act of 1934 (the “Exchange Act”), regarding, among other things, our financial condition and business strategy. We based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical facts, included in thisprospectus, including, without limitation, statements under the headings “Summary” and “Risk Factors” and located elsewhere in this prospectus, regarding theprospects of our industry and our prospects, plans, financial position, and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “expect,” “intend,” “estimate,” “anticipate,” “plan,”“foresee,” “believe,” or “continue,” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectationsreflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. Important factors thatcould cause actual results to differ materially from our expectations are disclosed in this prospectus, including in conjunction with the forward-lookingstatements included in this prospectus and under “Risk Factors.” We will not update these statements except as may be required by applicable securities laws.Factors, risks, and uncertainties that could cause actual outcomes and results to be materially different from those projected include, among others:

• dependence on the homebuilding industry and other important factors;

• uncertainty surrounding the economy and credit markets, particularly in light of the current economic downturn;

• cyclical and seasonal nature of the building products supply industry;

• product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

• loss of significant customers;

• competition in the highly fragmented building products supply industry;

• pricing pressure from our customers;

• our future capital needs and our ability to obtain additional financing on acceptable terms;

• our level of indebtedness;

• our incurrence of additional indebtedness;

• our inability to take certain actions because of restrictions in our debt agreements;

• our reliance on our subsidiaries;

• dependence on key personnel;

• exposure to product liability and warranty claims;

• variability of our quarterly revenues and earnings;

• disruptions in our information technology systems;

• disruptions at our facilities;

• our ability to execute our strategic plans;

• effects of regulatory conditions on our operations;

• exposure to environmental liabilities and regulation;

• economic and financial uncertainty resulting from terrorism and war; and

• the costs of, and our ability to meet, the requirements of the Sarbanes-Oxley Act of 2002.

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RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the fiscal years ended 2004 through 2008 and the nine months ended September 30, 2009 was as follows: Nine Months Ended Year Ended December 31, September 30, 2004 2005 2006 2007 2008 2009Ratio of Earnings to Fixed Charges(1) 3.18 2.22 3.74 (A) (A) (A)

(1) For purposes of calculating this ratio, “earnings” are defined as (loss) income from continuing operations before income taxes plus fixed charges. “Fixedcharges” include interest expense (including amortization of deferred financing costs) and an estimate of operating rental expense, approximately 33%,which management believes is representative of the interest component.

(A) Earnings for the years ended 2007 and 2008 and for the nine months ended September 30, 2009 were inadequate to cover fixed charges by $6.9 million,$138.3 million and $60.8 million, respectively.

USE OF PROCEEDS

The proceeds from the sale of the common stock and 2016 notes covered by this prospectus will be received by the Selling Securityholders. We will notreceive any proceeds from the sale by any Selling Securityholder of the shares of common stock or 2016 notes offered by this prospectus.

DETERMINATION OF OFFERING PRICE

The Selling Securityholders may sell all or a portion of the shares of common stock or 2016 notes beneficially owned by them from time to time directly orthrough one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the SellingSecurityholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold on theNasdaq Global Select Market, any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, or intransactions otherwise than on these exchanges or systems and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, atvarying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or blocktransactions.

SELLING SECURITYHOLDERS

The Selling Securityholders named in this prospectus are offering, from time to time, up to 11,259,429 shares of common stock and $143,735,000 aggregateprincipal amount of 2016 notes under this prospectus.

On or about January [•], 2010, we will issue up to an aggregate of 11,259,429 shares of common stock and $143,735,000 aggregate principal amount of2016 notes to the Selling Securityholders listed below in the Recapitalization Transactions.

Pursuant to the Support Agreement, we agreed to file the registration statement of which this prospectus forms a part with the SEC in accordance with therequirements of the Securities Act in order to register offers and sales by the Selling Securityholders of 2016 notes and shares of our common stock received bythe Selling Securityholders as described above.

The following table sets forth:

• the name of each of the Selling Securityholders;

• the aggregate principal amount of 2016 notes beneficially owned by each Selling Securityholder prior to this offering and being offered hereby;

• the aggregate principal amount of 2016 notes beneficially owned by each Selling Securityholder following this offering;

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• the number of shares of common stock beneficially owned by each Selling Stockholder prior to this offering and being offered hereby;

• the number of shares of common stock beneficially owned by each Selling Securityholder following this offering, and

• the approximate percentage of beneficial ownership following this offering. Aggregate Number of Approximate Principal Number of Shares of Percentage Amount of Shares of Number Common of Beneficial Aggregate 2016 Notes Common of Shares Stock Ownership Principal Beneficially Stock of Beneficially of the Amount of Owned Beneficially Common Owned Company 2016 Notes Following Owned Prior Stock Following Following Being this Offering to this Being this this Offering

Selling Securityholder Offered (1) (2) Offering (1) Offered Offering (2) (18)Caterpillar Inc. Master Retirement Trust (3) 0 0 0 DDJ High Yield Fund (3) 0 0 0 GMAM Group Pension Trust III (3)(4) 0 0 0 GMAM Investment Funds Trust (3)(5) 0 0 0 UAW Retiree Medical Benefits Trust

(VEBA) (3) 0 0 0 GMAM Group Pension Trust III (3)(6) 0 0 0 Multi-Style, Multi-Manager Funds PLC The

Global Strategic Yield Fund (3) 0 0 0 Stichting Pensioenfonds Hoogovens (3) 0 0 0 Houston Municipal Employees Pension

System (3) 0 0 0 J.C. Penney Corporation, Inc. Pension Plan

Trust (3) 0 0 0 Stichting Bewaarder Interpolis

Pensioenen Global High Yield Pool (3) 0 0 0 Stichting Pensioenfonds voor

Fysiotherapeuten (3) 0 0 0 Stichting Pensioenfonds Metaal en Techniek

(3) 0 0 0 Stichting Pensioenfonds van de Metalektro

(PME) (3) 0 0 0 Fernwood Associates LLC (7) 0 0 0 Fernwood Restructurings, Ltd. (7) 0 0 0 Fernwood Foundation Fund LLC (7) 0 0 0

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Aggregate Number of Approximate Principal Number of Shares of Percentage Amount of Shares of Number Common of Beneficial Aggregate 2016 Notes Common of Shares Stock Ownership Principal Beneficially Stock of Beneficially of the Amount of Owned Beneficially Common Owned Company 2016 Notes Following Owned Prior Stock Following Following Being this Offering to this Being this this Offering

Selling Securityholder Offered (1) (2) Offering (1) Offered Offering (2) (18)Fraser Sullivan CLO I Ltd. (8) 0 0 0 Fraser Sullivan CLO II Ltd. (8) 0 0 0 Fraser Sullivan Credit Strategies Funding Ltd. (8) 0 0 0 Credit Opportunity Associates II LP (8) 0 0 0 Hayman Capital Master Fund, LP (9) 0 0 0 MFP Partners, L.P. (10) 0 0 0 Northeast Investors Trust (11) 0 0 0 ORIX Finance Corp. (12) 0 0 0 Putnam Income Strategies Fund (13) 0 0 0 Ohio Tuition Trust Authority - - Ohio Variable College

Savings Trust Fund -Putnam CollegeAdvantage GAAConservative Portfolio (13) 0 0 0

Ohio Tuition Trust Authority - - Ohio Variable College

Savings Trust Fund -Putnam CollegeAdvantage GAA Growth Portfolio (13) 0 0 0

Ohio Tuition Trust Authority - - Ohio Variable College

Savings Trust Fund -Putnam CollegeAdvantage GAABalanced Portfolio (13) 0 0 0

Putnam High Yield Fixed Income Fund, LLC (14) 0 0 0 Putnam High Yield Trust (13) 0 0 0 Putnam High Income Securities Fund (13) 0 0 0 Putnam Variable Trust - Putnam VT High Yield Fund (13) 0 0 0 Putnam Variable Trust - Putnam VT Global Asset Allocation

Fund (13) 0 0 0 Putnam Premier Income Trust (13) 0 0 0 Putnam Master Intermediate Income Trust (13) 0 0 0 Putnam Asset Allocation Funds - - Growth Portfolio (13) 0 0 0 Putnam Asset Allocation Funds - - Balance Portfolio (13) 0 0 0 Putnam Asset Allocation Funds - - Conservative Portfolio (13) 0 0 0 Putnam Variable Trust - Putnam VT Diversified Income Fund

(13) 0 0 0 Seasons Series Trust (Sun America) — Asset

Allocation: Diversified Growth Portfolio (13) 0 0 0 Putnam Floating Rate Income Fund (13) 0 0 0 Putnam World Trust — Putnam Global High Yield Bond Fund

(14) 0 0 0

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Aggregate Number of Approximate Principal Number of Shares of Percentage Amount of Shares of Number Common of Beneficial Aggregate 2016 Notes Common of Shares Stock Ownership Principal Beneficially Stock of Beneficially of the Amount of Owned Beneficially Common Owned Company 2016 Notes Following Owned Prior Stock Following Following Being this Offering to this Being this this Offering

Selling Securityholder Offered (1) (2) Offering (1) Offered Offering (2) (25)IG Putnam U.S. High Yield Income

Fund (14) 0 0 0 LGT Multi Manager Bond High Yield

(USD) (14) 0 0 0 Interpolis Pensioenen Global High Yield

Pool (14) 0 0 0 Marsh & McLennan Companies, Inc.

U.S. Retirement Plan - High Yield(15) 0 0 0

Regiment Capital, Ltd. (16) 0 0 0 President & Fellows of Harvard College

(17) 0 0 0 XL RE LTD (17) 0 0 0 Seven Locks Master Fund L.P. (18) 0 0 0 Van Kampen Senior Income Trust (19) 0 0 0 Van Kampen Senior Loan Fund (19) 0 0 0 Wells Fargo Bank, N.A. (20) 20,000 20,000 * Whitebox Combined Partners, LP (21)

(22) 0 0 0 Whitebox Hedged High Yield Partners,

LP (21)(23) 0 0 0 HFR RVA Combined Master Trust (21) 0 0 0 Arthur Weiss 0 0 0 Banc of America Securities LLC (24) 0 0 0

* Indicates less than 1%.

(1) All 2016 Note and share ownership information was provided to us by the Selling Securityholders.

(2) Assumes that all of the 2016 Notes and shares of Common Stock offered by the Selling Stockholders hereby are sold and that the Selling Securityholdersbuy or sell no additional 2016 Notes or shares of Common Stock prior to the completion of this offering.

(3) Tony Ranaldi, David Breazzano, and David L. Goolgasian, Jr. are members of the investment committee of DDJ Capital Management, LLC, theinvestment advisor to the Selling Securityholder, and exercise voting control and dispositive power over these securities.

(4) The Selling Securityholder holds these securities for the account of the Promark Alternative High Yield Bond Fund.

(5) The Selling Securityholder holds these securities for the account of the Promark High Yield Bond Fund.

(6) The Selling Securityholder holds these securities for the account of the Promark Alternative High Yield Bond Fund.

(7) Robert J. Gaviglio is the managing director of the Selling Stockholder and exercises voting control and dispositive power over these securities.

(8) John W. Fraser and Tighe P. Sullivan are investment managers of the Selling Securityholder and exercise voting control and dispositive power over thesesecurities.

(9) J. Kyle Bass is the portfolio manager of Hayman Advisors, LP, the investment manager of the Selling Securityholder, and exercises voting control anddispositive power over these securities.

(10) Michael F. Price is the managing partner of the Selling Stockholder and exercises voting control and dispositive power over these securities.

(11) Bruce Monrad is the trustee of the Selling Securityholder and exercises voting control and dispositive power over these securities.

(12) Christopher Smith is the managing director of the Selling Securityholder and exercises voting control and dispositive power over these securities. TheSelling Securityholder is an affiliate of Houlihan Lokey Howard & Zukin Capital, Inc., a broker-dealer registered with the Financial Industry RegulatoryAuthority (“FINRA”).

(13) The Selling Securityholder’s account is managed by Putnam Investment Management, LLC, which through a series of holding companies is owned byGreat-West Lifeco Inc., a publicly traded company, which exercises voting control and dispositive power over these securities. Putnam Investment

Management, LLC is under common ownership with Putnam Retail Management, LP, a broker-dealer registered with FINRA.

(14) The Selling Securityholder’s account is managed by The Putnam Advisory Company, which through a series of holding companies is owned by Great-West Lifeco Inc., a publicly traded company, which exercises voting control and dispositive power over these securities. The Putnam Advisory Companyis under common ownership with Putnam Retail Management, LP, a broker-dealer registered with FINRA.

(15) The Selling Securityholder’s account is managed by Putnam Fiduciary Trust Company, which, through a series of holding companies, is owned byGreat-West Lifeco Inc., a publicly traded company, which exercises voting control and dispositive power over these securities. Putnam Fiduciary TrustCompany is under common ownership with Putnam Retail Management, LP, a broker-dealer registered with FINRA.

(16) Timothy Peterson, William Heffron and Mark Brostowski are partners of the Selling Securityholder and exercise voting control and dispositive powerover these securities.

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(17) Timothy Peterson, William Heffron and Mark Brostowski are partners of Regiment Capital Advisors L.P., the investment advisor to the SellingSecurityholder, and exercise voting control and dispositive power over these securities.

(18) Andrew Goldman is the managing partner of the Selling Securityholder and Michael O’Brien is the chief financial officer of the Selling Securityholderand each exercises voting control and dispositive power over these securities.

(19) Philip Yarrow and Gerard Fogarty are portfolio managers of the Selling Securityholder and Robert Drobny is the head of operations of the SellingSecurityholder and each exercises voting control and dispositive power over these securities.

(20) Ross Berger is the senior vice president, proprietary portfolio manager of the Selling Securityholder and exercises voting control and dispositive powerover these securities. The Selling Securityholder is an affiliate of Wells Fargo Securities, LLC and WFIS, broker-dealers registered with FINRA.

(21) Josh Ryan is an account executive of the Selling Securityholder and exercises voting control and dispositive power over these securities.

(22) The Selling Securityholder has a short position in 35,194 shares of our common stock.

(23) The Selling Securityholder has a short position in 36,322 shares of our common stock.

(24) Paul Faust is a trader for the Selling Securityholder and exercises voting control and dispositive power over these securities. The Selling Securityholderis a broker-dealer registered with FINRA.

(25) Calculated based on 36,347,490 shares of our common stock outstanding on December 29, 2009. The information is not necessarily indicative ofbeneficial ownership for any other purpose.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a general overview of the United States federal income tax consequences associated with the acquisition, ownership, and disposition of the2016 notes and common stock offered pursuant to this Prospectus. Except where noted, the following overview deals only with those holders who hold the2016 notes and common stock as capital assets and does not deal with special situations, such as those of brokers, dealers in securities or currencies, certainformer U.S. citizens or former permanent residents, financial institutions, tax-exempt entities, insurance companies, persons liable for alternative minimum tax,U.S. persons whose “functional currency” is not the U.S. dollar, persons holding the 2016 notes or common stock, as the case may be, as part of a hedging,integrated, conversion or constructive sale transaction or a straddle, controlled foreign corporations, passive foreign investment companies, regulatedinvestment companies, and shareholders of such corporations, and traders in securities that elect to use a mark-to-market method of accounting for theirsecurities holdings. If a partnership holds the 2016 notes or common stock, the tax treatment of a partner will generally depend upon the status of the partnerand the activities of the partnership. Partners of partnerships that are considering acquiring 2016 notes or common stock should consult their own tax advisors.The following summary does not address state or local or non-United States tax consequences or United States federal tax consequences (e.g., estate or gift tax)other than income tax consequences.

Furthermore, the following overview is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulationspromulgated thereunder, and administrative and judicial interpretations of the foregoing, all as in effect as of the date hereof and all of which are subject tochange, possibly with retroactive effect. This overview does not address the tax consequences of the acquisition, ownership, or disposition of the 2016 notesand common stock to holders of 2016 notes and common stock other than those holders who acquire their 2016 notes and common stock pursuant to thisProspectus. No ruling has been or will be requested from the Internal Revenue Service (the “IRS”) on any of the tax matters discussed herein. Accordingly,there can be no assurance that the IRS will not challenge any of the U.S. federal income tax consequences described below or that any such challenge, if made,would not be sustained by a court.

As used herein, the term “U.S. Holder” means a holder of 2016 notes or common stock, as the case may be, that is, for United States federal income taxpurposes, (1) a citizen or resident of the United States, (2) a corporation created or organized in or under the law of the United States or of any politicalsubdivision thereof, (3) any estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (4) a trust if(a) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority tocontrol all substantial decisions of the trust or (b) the trust was in existence on August 20, 1996, was treated as a United States person prior to that date, andelected to continue to be treated as a United States person. For purposes of this overview, the term “non-U.S. Holder” means a holder of 2016 notes or commonstock who is not a U.S. Holder but who is, for United States federal income tax purposes, a nonresident alien, a corporation, estate, or trust.

Each U.S. Holder and non-U.S. Holder should consult its tax advisor regarding the particular tax consequences to such holder of the acquisition,ownership and disposition of the 2016 notes and common stock, as well as any tax consequences that may arise under the laws of any other relevantforeign, state, local, or other taxing jurisdiction.

U.S. Federal Income Tax Consequences to U.S. Holders

Stated Interest and Original Issue Discount

If a U.S. Holder has OID with respect to a 2016 note, such U.S. Holder generally must include OID in gross income as it accrues, in advance of the receiptof cash attributable to that income. The 2016 notes will have OID if the issue price of the 2016 notes is less than their stated redemption price at maturity (otherthan by a de minimis amount). The “issue price” of the 2016 notes will depend upon whether a substantial amount of the 2016 notes or a substantial amount ofthe 2012 notes have been or will be traded on “an established securities market” within the meaning of the Code and applicable Treasury Regulations, duringthe 60-day period ending 30 days after the issue date of the 2016 notes. In general, a debt instrument will be treated as traded on an established securitiesmarket during the applicable period if (i) it is listed on a national securities exchange or certain interdealer quotation systems, (ii) it appears on a system ofgeneral circulation that provides a reasonable basis to determine its fair market value by disseminating either recent price quotations of one or more identifiedbrokers, dealers or traders or actual prices of recent sales transactions or (iii) under certain circumstances, price quotations for the debt instrument are readilyavailable from dealers, brokers or traders. If the 2016 notes have been or will be traded on an established securities market, then the “issue price” of the 2016notes generally will equal their fair market value on the issue date, while if the 2012 notes, but not the 2016 notes, have been or will be publicly traded, thenthe issue price of a 2016 notes generally will equal the fair market value of a 2012 note on the issue date of the 2016 notes. If neither the 2016 notes nor the2012 notes have been or will be publicly traded, the issue price of the 2016 notes generally will equal their stated principal amount. The Company intends totake the position that the 2016 notes will be traded on an established securities market during the relevant 60-day period referred to above, and the remainder ofthis discussion therefore assumes that the 2016 notes will have an issue price equal to their fair market value on the issue date. After the issue date, theCompany will notify U.S. Holders of the issue price of the 2016 notes and whether the 2016 notes were issued with OID.

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Under certain circumstances, U.S. Holders may have the right to require the Company to repurchase 2016 notes, and the Company will have the right toredeem 2016 notes, in each case prior to the stated maturity of the 2016 notes, Although the matter is uncertain, the Company intends to take the position thatthe possibility of such repurchase or redemption is disregarded in determining the yield and maturity date of the Notes for purposes of the OID rules (includingfor purposes of the contingent payment debt regulations). In addition, in compliance with applicable Treasury regulations, the Company will provide to the IRSand make available to U.S. Holders certain information that is relevant in determining the amount of any OID accruing on the 2016 notes. The Company’spositions and determinations regarding the foregoing will be binding on a U.S. Holder unless the U.S. Holder discloses a contrary position as required byapplicable Treasury regulations. However, the Company’s positions and determinations regarding the foregoing are not binding on the IRS. If the IRS were tosuccessfully challenge our positions and/or determinations regarding the foregoing, the amount and timing of accrual of OID on the Notes and possibly thecharacter of gain on a U.S. Holder’s disposition of the 2016 notes could be affected.

The amount of OID on a 2016 note, if any, generally will equal the excess of the “stated redemption price at maturity” of a 2016 note over its issue price(determined as described above). For this purpose, the stated redemption price at maturity of a 2016 note will equal the sum of all payments provided by the2016 notes other than stated interest. The amount of OID includible in income by the U.S. Holder of the 2016 notes is generally the sum of the “daily portions”of OID with respect to the 2016 notes for each day during the taxable year or portion of the taxable year in which such U.S. Holder holds such 2016 notes(“accrued OID”). The daily portion is determined by allocating to each day in any accrual period a pro rata portion of the OID allocable to that accrual period.The amount of OID allocable to any accrual period is an amount equal to the excess, if any, of (1) the product of the 2016 note’s adjusted issue price at thebeginning of such accrual period and its yield to maturity (properly adjusted for the length of the accrual period) less (2) the amount of any stated interestallocable to the accrual period. The adjusted issue price of the 2016 notes at the beginning of any accrual period is equal to its issue price increased by theaccrued OID for each prior accrual period previously includible in the gross income of the U.S. Holder and decreased by the amount of any paymentspreviously made on the 2016 notes (other than stated interest payments).

Because the 2016 notes are variable rate debt instruments that pay quarterly interest unconditionally, the following rules apply to determine the accrual ofinterest and OID on the 2016 notes. First, all stated interest with respect to the 2016 notes is qualified stated interest. Second, the amount of qualified statedinterest and the amount of OID, if any, that accrues during an accrual period is determined under the rules applicable to fixed rate debt instruments (asdescribed more fully in the next paragraph) by assuming that the variable rate is a fixed rate equal to the value, as of the issue date, of the qualified floatingrate, and a U.S. Holder generally will be required to include in income such qualified stated interest as it is paid or accrued, in accordance with the method ofaccounting (i.e., cash or accrual) used by such U.S. Holder for U.S. federal income tax purposes. Third, the qualified stated interest allocable to an accrualperiod is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during theaccrual period under the preceding sentence.

Acquisition Premium

If a U.S. Holder’s adjusted tax basis in a 2016 note immediately after the acquisition of such such note (i) is less than or equal to the stated redemption priceat maturity of the 2016 note, but (ii) exceeds the adjusted issue price of such 2016 note, such excess will be considered “acquisition premium.” The basis of aU.S. Holder’s 2016 note generally will equal the sum of the amount of cash and the fair market value of other property that such U.S. Holder paid for such2016 note. In such case, a holder may reduce its OID inclusions with respect to the 2016 note by an amount equal to the amount of OID such holder wouldotherwise include in its gross income multiplied by a fraction, the numerator of which is the amount of acquisition premium and the denominator of which isthe excess of the principal amount of the 2016 note over the adjusted issue price of the 2016 note. Alternatively, a holder may elect to amortize acquisitionpremium on a constant-yield basis.

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Amortizable Bond Premium

If a U.S. Holder’s adjusted tax basis in a 2016 note immediately after the acquisition of such note exceeds the stated redemption price at maturity of the2016 note, the excess will constitute amortizable bond premium. In such case, the U.S. Holder will not be required to include any OID on the 2016 note inincome, and a U.S. Holder generally may elect to deduct against its interest income on the 2016 notes the portion of the amortizable bond premium allocable tosuch year, determined in accordance with a constant yield method over the remaining term of the 2016 notes. The U.S. Holder’s tax basis in the 2016 notes willbe decreased by the amount of bond premium used to offset its interest income. An election to deduct amortizable bond premium applies to all taxable bondsheld during or after the taxable year for which the election is made and can be revoked only with the consent of the IRS.

Market Discount

If a United States holder purchases a 2016 note at a price that is less than such 2016 note’s “revised issue price” (as defined below), the excess of the revisedissue price over the United States holder’s purchase price will be treated as “market discount”. However, the market discount will be considered to be zero if itis less than the statutory de minimis amount equal to 1/4 of 1% of the stated redemption price at maturity of the 2016 note multiplied by the number ofcomplete years to maturity from the date the United States holder purchased the Note. For this purpose, the revised issue price of a 2016 note is equal to theissue price of the 2016 note plus the aggregate amount of OID includible in the gross income of all holders for periods prior to the acquisition of the 2016 noteby the United States holder (determined without regard to the acquisition premium rules discussed above under “—U.S. Federal Income Tax Consequences toU.S. Holders—Acquisition Premium”).

Under the market discount rules of the Code, a U.S. Holder generally will be required to treat any principal payment on, or any gain recognized on the sale,exchange, retirement or other disposition (including conversion) of, a 2016 note as ordinary income (generally treated as interest income) to the extent of themarket discount which accrued but was not previously included in income. In addition, a U.S. Holder may be required to defer, until the maturity of the 2016note or its earlier disposition in a taxable transaction, the deduction of all or a portion of such U.S. Holder’s interest expense on any indebtedness incurred orcontinued to purchase or carry the 2016 note. In general, market discount will be considered to accrue ratably during the period from the date of the purchaseof the 2016 note to the maturity date of the 2016 note, unless the U.S. Holder makes an irrevocable election (on an instrument-by-instrument basis) to accruemarket discount under a constant yield method. Alternatively, a U.S. Holder may elect to include market discount in income currently as it accrues (undereither a ratable or constant yield method), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition ofthe 2016 note and upon the receipt of certain payments and the deferral of interest deductions will not apply. The election to include market discount in incomecurrently, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and maynot be revoked without the consent of the IRS.

Constant Yield Election

As an alternative to the above-described rules for including interest payments, OID and any market discount (as more fully described below) in income andamortizing any bond premium and any acquisition premium, a U.S, Holder may elect to include interest payments, OID and any market discount (including deminimis market discount) in income and amortize any bond premium and any acquisition premium on the constant yield method. A U.S, Holder making suchan election would be deemed to have made an election to amortize bond premium on a constant yield method and an election to include market discount inincome currently, which, as discussed above with respect to each such election, apply to all debt instruments held or subsequently acquired by such UnitedStates holder. Particularly for U.S, Holders who use the cash method of accounting for U.S. federal income tax purposes, a constant yield election may have theeffect of causing such U.S. Holders to include interest in income earlier than would be the case if no such election were made. The constant yield electiondescribed in this paragraph may not be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisors regarding the making of thiselection.

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Sale, Exchange and Retirement of 2016 Notes

Upon the sale, exchange, retirement at maturity, or other taxable disposition of the 2016 notes, a U.S. Holder will recognize gain or loss equal to thedifference between the amount realized by such holder (less an amount equal to any accrued and unpaid interest not previously included in income, which willbe treated as ordinary interest income) and such holder’s adjusted tax basis in the 2016 notes. Except as discussed below with respect to market discount, gainor loss recognized by a U.S. Holder generally will be capital. Capital gains may be subject to preferential rates in the hands of certain U.S. Holders. Thedeductibility of capital losses is subject to limitations.

Common Stock

A U.S. Holder of the Common Stock generally will be required to include in income as ordinary dividend income the amount of any distributions paid onthe Common Stock to the extent that such distributions are paid out of the Company’s current earnings and profits for the taxable year or accumulated earningsand profits from prior taxable years. Distributions in excess of such earnings and profits will be treated first as a non-taxable return of capital to the extent ofsuch U.S. Holder’s adjusted tax basis in such Common Stock and thereafter as gain from the sale or exchange of such Common Stock. Corporate U.S. Holdersof the Common Stock may be entitled to a dividends-received deduction under Section 243 of the Code with respect to distributions out of earnings and profits.This potential deduction is subject to certain holding period requirements. Individual U.S. Holders of Common Stock may be entitled to a lower tax rate on anydividends paid on the Common Stock. U.S. Holders of the Common Stock are urged to consult their own tax advisors regarding the U.S. federal income taxtreatment of any distributions paid on the Common Stock.

Sale, Exchange, Redemption or Other Taxable Disposition of Common Stock

Upon the sale, exchange, redemption, or other taxable disposition of the Common Stock, a U.S. Holder will recognize capital gain or loss equal to thedifference between the amount of cash and fair market value of any property received on the sale and such U.S. Holder’s adjusted tax basis in the CommonStock. Gain or loss recognized by a U.S. Holder generally will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange,redemption, or other taxable disposition, the Common Stock was held for more than one year. Long-term capital gains may be subject to preferential rates inthe hands of non-corporate U.S. holders. The deductibility of capital losses is subject to certain limitations.

Payments Made Under Guarantees

If any of the Guarantors make payments pursuant to the Note Guarantees (as described above under “Description of 2016 Notes — The 2016 Notes and theNote Guarantees”), such payments generally should be treated in the same manner as if the corresponding payment (e.g., interest or principal) had been madeby the Company.

Backup Withholding and Information Reporting

In general, the Company or its paying agent must report to the IRS and to a U.S. Holder other than certain exempt recipients (such as corporations) on thefollowing income:

• accrual of OID and certain payments of principal and interest on the 2016 notes;

• certain payments of dividend income derived in respect to the common stock; and

• proceeds of the sale of 2016 notes or common stock.

A backup withholding tax will apply to such payments if the U.S. Holder fails to provide a taxpayer identification number on a Form W-9, furnishes anincorrect taxpayer identification number, fails to certify foreign or other exempt status from backup withholding or if the payor receives notification from theInternal Revenue Service that the holder is subject to backup withholding as a result of a failure to report all interest or dividend income.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a U.S. Holder under the backup withholding rules will be allowed asa credit against the holder’s United States federal income tax liability and may entitle the holder to a refund, provided that the required information is timelyfurnished to the Internal Revenue Service.

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U.S. Federal Income Tax Consequences to Non-U.S. Holders

Interest on 2016 Notes

Subject to the discussion below regarding backup withholding and information reporting, a non-U.S. Holder generally will not be subject to U.S. federalincome tax on payments of interest on 2016 Notes, unless:

a) the non-U.S. Holder directly or indirectly, actually or constructively, owns 10% or more of the total combined voting power of all classes of theCompany’s voting stock entitled to vote;

b) the non-U.S. Holder is a controlled foreign corporation that is related to the Company directly or constructively through the ownership of CommonStock;

c) the non-U.S. Holder is a bank whose receipt of interest on the 2016 Notes is described in Section 881(c)(3)(A) of the Code;

d) such income is effectively connected with a trade or business carried on by such non-U.S. Holder within the United States (and, if required by anapplicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. Holder); or

e) such interest is contingent interest described in Section 871(h)(4) of the Code.

Interest the Company pays to a non-U.S. Holder that is effectively connected with its conduct of a trade or business within the United States (and, ifrequired by an applicable tax treaty, is attributable to a U.S. permanent establishment) will not be subject to U.S. withholding tax, as described above, if thenon-U.S. Holder complies with applicable certification and disclosure requirements. Instead, such interest generally will be subject to U.S. federal income taxon a net income basis, in the same manner as if the non-U.S. Holder were a resident of the United States and may be subject to an additional branch profits taxat a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

Sale, Exchange, Retirement or Other Taxable Disposition of 2016 Notes

In general, a non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon a sale, exchange, retirement or other taxabledisposition of the 2016 Notes, unless:

a) such gain is effectively connected with the conduct of a trade or business in the United States (and if a tax treaty applies, such gain is attributable to aU.S. permanent establishment of the non-U.S. Holder);

b) in the case of a non-U.S. Holder that is an individual, such non-U.S. Holder is present in the United States for 183 days or more during the taxableyear in which such sale, exchange, retirement or other taxable disposition occurs and certain other conditions are met.

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax on a netincome basis (but not U.S. withholding tax), in the same manner as if the non-U.S. Holder were a resident of the United States, and may be subject to anadditional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty). An individual non-U.S. Holder who is subjectto U.S. federal income tax because the non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other taxabledisposition of the 2016 Notes will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by United Statessource capital losses.

Distributions with respect to Common Stock

In general, any distributions the Company makes to a non-U.S. Holder with respect to its shares of the Common Stock that constitute a dividend for U.S.federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount, unless the non-U.S. Holder is eligible for a reducedrate of withholding tax under an applicable tax treaty and the non-U.S. Holder provides proper certification of its eligibility for such reduced rate. Adistribution will constitute a dividend for U.S. federal income tax purposes to the extent of the Company’s current earnings and profits for that taxable year oraccumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated first as a non-taxable return of capital to the extent of such non-U.S. Holder’s adjusted tax basis in such Common Stock and, thereafter, as gain from the sale or exchange ofsuch Common Stock.

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Dividends the Company pays to a non-U.S. Holder that are effectively connected with its conduct of a trade or business within the United States (and, ifrequired by an applicable tax treaty, are attributable to a U.S. permanent establishment) will not be subject to U.S. withholding tax, as described above, if thenon-U.S. Holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal incometax on a net income basis, in the same manner as if the non-U.S. Holder were a resident of the United States and may be subject to an additional branch profitstax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

Sale, Exchange, Redemption or Other Taxable Disposition of Common Stock

In general, a non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon a sale, exchange or other taxable disposition of theCommon Stock, unless:

a) such gain is effectively connected with the conduct of a trade or business in the United States (and if a tax treaty applies, such gain is attributable to aU.S. permanent establishment of the non-U.S. Holder);

b) in the case of a non-U.S. Holder that is an individual, such non-U.S. Holder is present in the United States for 183 days or more during the taxableyear in which such sale, exchange, or other taxable disposition occurs and certain other conditions apply; or

c) the Company is classified as a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code for any day during a five-year period prior to the date of disposition of such stock interest. The Company believes that is not, and does not anticipate becoming, a U.S. realproperty holding corporation for U.S. federal income tax purposes.

Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal incometax on a net income basis, in the same manner as if the non-U.S. Holder were a resident of the United States. If the non-U.S. Holder is a foreign corporation,the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. Holder who is subject to U.S. federal incometax because the non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other disposition of the Company’s commonstock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by United States source capital losses.

Withholding and Information Reporting

In general, the Company or its paying agent must report to the IRS and to a non-U.S. Holder the amount of accrual of OID and certain payments of principaland interest on the 2016 Notes, certain payments of dividend income derived in respect to the Common Stock; proceeds of the sale, exchange, retirement,redemption or other taxable disposition of 2016 Notes or Common Stock, and the amount of U.S. federal withholding tax, if any, deducted from thosepayments. Copies of the information returns reporting such interest, dividend payments, and sales proceeds and any associated U.S. federal withholding taxalso may be made available to the tax authorities in the country in which the non-U.S. Holder resides under the provisions of an applicable tax treaty.

A non-U.S. Holder generally will not be subject to backup withholding with respect to payments that the Company makes on the 2016 Notes or theCommon Shares provided that the Company or its paying agent does not have actual knowledge or reason to know that the non-U.S. Holder is a U.S. person(as defined under the Code), and the Company or its paying agent has received from the non-U.S. Holder an appropriate certification of non-U.S. status (i.e.,IRS Form W-8BEN or other applicable IRS Form W-8).

Information reporting and, depending on the circumstances, backup withholding will apply to the payment of the proceeds of a taxable disposition of the2016 Notes or the Common Shares, as the case may be, that is effected within the United States or effected outside the United States through certain U.S.-related financial intermediaries, unless the non-U.S. Holder certifies under penalties of perjury as to its non-U.S. status, and the payor does not have actualknowledge or reason to know that the beneficial owner is a U.S. person, or the non-U.S. Holder otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. Holder’s U.S. federal income taxliability provided the required information is furnished to the IRS on a timely basis. Non-U.S. Holders of 2016 Notes and Common Stock should consult theirown tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemptiontherefrom, and the procedure for obtaining an exemption, if applicable.

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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Trading Prices

The following table sets forth, for the fiscal quarters indicated, the high and low sales prices for our common stock as reported by the Nasdaq Global SelectMarket from January 1, 2008, through December 30, 2009. 2008 First Quarter $8.18 $5.72 Second Quarter 7.73 5.05 Third Quarter 6.50 3.86 Fourth Quarter 6.29 0.82 2009 First Quarter $2.72 $0.88 Second Quarter 5.16 1.89 Third Quarter 8.60 3.78 Fourth Quarter (through December 30, 2009) 5.30 3.50

Dividend Policy

We have not paid regular dividends in the past. Any future determination relating to our dividend policy will be made at the discretion of our board ofdirectors and will depend on a number of factors, including restrictions in our debt instruments, as well as our future earnings, capital requirements, financialcondition, prospects, and other factors that our board of directors may deem relevant. The terms of our $250 million senior secured revolving credit facility andthe indenture governing our 2016 notes restrict our ability to pay dividends.

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DESCRIPTION OF 2016 NOTES

The following is a summary of the material terms of our 2016 notes, which are set forth in the 2016 notes Indenture. You are strongly encouraged to readthe 2016 notes Indenture and the related security documents that define the terms of the pledges that will secure the 2016 notes, because they, and not thisdescription, define the rights of holders of the 2016 notes. Copies of the 2016 notes Indenture and the security documents are attached as exhibits to theregistration statement of which this prospectus forms a part and incorporated herein by reference.

The Company has issued the 2016 notes under the 2016 notes Indenture among itself, the Guarantors and Wilmington Trust Company, as trustee. The termsof the 2016 notes will include those stated in the 2016 notes Indenture and those made part of the 2016 notes Indenture by reference to the Trust Indenture Actof 1939, as amended. The security documents referred to below under the heading “The 2016 Notes and the Note Guarantees— Security” defines the terms ofthe pledges that will secure the 2016 notes.

The following description is a summary of the material provisions of the 2016 notes Indenture and the security documents. It does not restate thoseagreements in their entirety. The Company urges you to read the 2016 notes Indenture and the security documents because they, and not this description, defineyour rights as holders of the 2016 notes. Copies of the 2016 notes Indenture and the security documents are available as set forth below under “— AdditionalInformation.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the2016 notes Indenture.

The registered holder of a 2016 note will be treated as the owner of it for all purposes. Only registered holders will have rights under the 2016 notesIndenture.

Capitalized terms used in this “Description of 2016 Notes” section can be found in “—Certain Definitions.” In this description, the word “Company” refersonly to Builders FirstSource, Inc. and not to any of its subsidiaries

The 2016 Notes and the Note Guarantees

The 2016 Notes

The 2016 notes:

• are general obligations of the Company;

• are secured on a second priority basis, equally and ratably with all obligations of the Company under any future Parity Lien Debt, by Liens on all ofthe assets of the Company other than the Excluded Assets, subject to the Liens securing the Company’s obligations under the Credit Agreement andany other Priority Lien Debt and other Permitted Prior Liens;

• are effectively junior, to the extent of the value of the Collateral, to the Company’s obligations under the Credit Agreement and any other PriorityLien Debt, which will be secured on a first priority basis by the same assets of the Company that secure the 2016 notes;

• are effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of the Company subject to those Permitted Prior Liens;

• are pari passu in right of payment with all other senior Indebtedness of the Company, including Indebtedness under the Credit Agreement;

• are senior in right of payment to any future subordinated Indebtedness of the Company, if any; and

• are guaranteed by the Guarantors.

The 2016 Note Guarantees

Each guarantee of the 2016 notes:

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• are general obligations of each Guarantor;

• are secured on a second priority basis, equally and ratably with all obligations of that Guarantor under any other future Parity Lien Debt, by Liens onall of the assets of that Guarantor other than the Excluded Assets, subject to the Liens securing that Guarantor’s guarantee of the Credit Agreementobligations and any other Priority Lien Debt and obligations related to other Permitted Prior Liens;

• are effectively junior, to the extent of the value of the Collateral, to that Guarantor’s guarantee of the Credit Agreement and any other Priority LienDebt, which will be secured on a first priority basis by the same assets of that Guarantor that secure the notes;

• are effectively junior to any Permitted Prior Liens, to the extent of the value of the assets of that Guarantor subject to those Permitted Prior Liens;

• are pari passu in right of payment with all other senior Indebtedness of that Guarantor, including its guarantee of Indebtedness under the CreditAgreement; and

• are senior in right of payment to any future subordinated Indebtedness of that Guarantor, if any.

As of the date of the 2016 notes Indenture, all of the Company’s Subsidiaries were Restricted Subsidiaries. However, so long as the Company satisfies theconditions described in the definition of “Unrestricted Subsidiary,” it will be permitted to designate current or future Subsidiaries as “Unrestricted”Subsidiaries that are not subject to the restrictive covenants included in the 2016 notes Indenture.

Pursuant to the 2016 notes Indenture, the Company is permitted to designate additional Indebtedness as Priority Lien Debt, subject to the Priority Lien Cap.The Company also is permitted to incur additional Indebtedness as Parity Lien Debt subject to the covenants described below under “— Certain Covenants —Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens.” As of September 30, 2009, theCompany had $37.3 million of Priority Lien Debt (including $17.3 million of letters of credit) and $275.0 million of Parity Lien Debt outstanding. SinceSeptember 30, 2009, the Company has not repaid any amounts under its term loan.

Principal, Maturity and Interest

The Company issued up to $145.0 million in aggregate principal amount of 2016 notes in the Recapitalization Transactions. The Company may issueadditional 2016 notes under the 2016 notes Indenture from time to time after this offering. Any issuance of additional 2016 notes is subject to all of thecovenants in the 2016 notes Indenture, including the covenant described below under the heading “— Certain Covenants — Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock.” The 2016 notes and any additional 2016 notes subsequently issued under the 2016 notes Indenture will betreated as a single class for all purposes under the 2016 notes Indenture, including, without limitation, waivers, amendments, redemptions and offers topurchase. The Company will issue notes in denominations of $1,000 and integral multiples of $1,000. The 2016 notes will mature on February 15, 2016.

Interest on the notes will accrue at a rate equal to the greater of (i) the LIBOR Rate or (ii) 3.0%, plus in each case 10.0%. The LIBOR Rate will be resetquarterly. The LIBOR Rate for the current quarterly period ending on February 15, 2010 will be .2725%. Interest on the 2016 notes will be payable quarterly inarrears on February 15, May 15, August 15 and November 15, commencing on February 15, 2010. The Company will make each interest payment to theholders of record on the February 1, May 1, August 1 and November 1 immediately preceding the next interest payment date. Interest on overdue principal andinterest will accrue at a rate that is 2.0% higher than the then applicable interest rate on the 2016 notes.

Interest on the 2016 notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interestwill be computed on the basis of a 360-day year comprised of twelve 30-day months. In no event will the interest rate on the 2016 notes be higher than themaximum rate permitted by law, if any.

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Methods of Receiving Payments on the 2016 notes

If a holder of 2016 notes has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium on that holder’s2016 notes in accordance with those instructions. All other payments on the 2016 notes will be made at the office or agency of the paying agent and registrarunless the Company elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the 2016 notes

The trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the2016 notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange 2016 notes in accordance with the provisions of the 2016 notes Indenture. The registrar and the trustee may require aholder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of 2016 notes. Holders will be required topay all taxes due on transfer. The Company will not be required to transfer or exchange any 2016 note selected for redemption. Also, the Company will not berequired to transfer or exchange any 2016 note for a period of 15 days before a selection of 2016 notes to be redeemed.

Note Guarantees

The 2016 notes are guaranteed by each of the Company’s current and future Domestic Restricted Subsidiaries. These Note Guarantees will be joint andseveral obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to try to prevent that NoteGuarantee from being unenforceable under applicable law. See “Risk factors— Fraudulent conveyance and similar laws may adversely affect the validity andenforceability of the guarantees of the 2016 notes.” A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate withor merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or mergerassumes all the obligations of that Guarantor under the 2016 notes Indenture and its Note Guarantee pursuant to a supplemental indenture andappropriate security documents satisfactory to the trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation)to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale orother disposition does not violate the “Asset Sale” provisions of the indenture;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or of that Guarantor’s direct or indirect parent company)to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale orother disposition does not violate the “Asset Sale” provisions of the indenture;

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisionsof the indenture; or

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(4) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the headings “—Legal Defeasance and CovenantDefeasance” and “—Satisfaction and Discharge.”

See “—Repurchase at the Option of Holders— Asset Sales.”

Security

The obligations of the Company with respect to the 2016 notes, the obligations of the Guarantors under the Note Guarantees, all other Parity LienObligations and the performance of all other obligations of the Company, the Guarantors and the Company’s other Restricted Subsidiaries under the NoteDocuments is secured equally and ratably by second priority Liens in the Collateral granted to the collateral trustee for the benefit of the holders of the ParityLien Obligations. These Liens will be junior in priority to the Liens securing Priority Lien Obligations and to all other Permitted Prior Liens. The Lienssecuring Priority Lien Obligations have also been granted to the collateral trustee for the benefit of the holders of the Priority Lien Obligations. The Collateralcomprises all of the assets of the Company and the other Pledgors, other than the Excluded Assets.

Collateral Trust Agreement

The Collateral Trust Agreement sets forth the terms on which the collateral trustee will receive, hold, administer, maintain, enforce and distribute theproceeds of all Liens upon any property of the Company or any other Pledgor at any time held by it, in trust for the benefit of the present and future holders ofthe Secured Obligations.

Collateral Trustee

The collateral trustee will hold (directly or through co-trustees or agents), and will be entitled to enforce, all Liens on the Collateral created by the securitydocuments.

Except as provided in the Collateral Trust Agreement or as directed by an Act of Required Debtholders in accordance with the Collateral Trust Agreement,the collateral trustee will not be obligated:

(1) to act upon directions purported to be delivered to it by any Person;

(2) to foreclose upon or otherwise enforce any Lien; or

(3) to take any other action whatsoever with regard to any or all of the security documents, the Liens created thereby or the Collateral.

The Company will deliver to each Secured Debt Representative copies of all security documents delivered to the collateral trustee.

Enforcement of Liens

If the collateral trustee at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitlingthe collateral trustee to foreclose upon, collect or otherwise enforce its Liens thereunder, it will promptly deliver written notice thereof to each Secured DebtRepresentative. Thereafter, the collateral trustee may await direction by an Act of Required Debtholders and will act, or decline to act, as directed by an Act ofRequired Debtholders, in the exercise and enforcement of the collateral trustee’s interests, rights, powers and remedies in respect of the Collateral or under thesecurity documents or applicable law and, following the initiation of such exercise of remedies, the collateral trustee will act, or decline to act, with respect tothe manner of such exercise of remedies as directed by an Act of Required Debtholders. Unless it has been directed to the contrary by an Act of RequiredDebtholders, the collateral trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under anySecured Debt Document as it may deem advisable and in the best interest of the holders of Secured Obligations.

Restrictions on Enforcement of Parity Liens

Until the Discharge of Priority Lien Obligations, the holders of loans made under the Credit Agreement and other Priority Lien Obligations will have,subject to the exceptions set forth below in clauses (1) through (4) and the provisions described below under the heading “—Provisions of the 2016 NotesIndenture Relating to Security— Relative Rights,” and subject to the rights of the holders of Permitted Prior

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Liens, the exclusive right to authorize and direct the collateral trustee with respect to the security documents and the Collateral including, without limitation,the exclusive right to authorize or direct the collateral trustee to enforce, collect or realize on any Collateral or exercise any other right or remedy with respectto the Collateral and neither the trustee nor the holders of notes or other Parity Lien Obligations may authorize or direct the collateral trustee with respect tosuch matters. Notwithstanding the foregoing, the trustee and the holders of 2016 notes (together with any other holder of a Parity Lien Obligation) may, subjectto the rights of the holders of other Permitted Prior Liens, direct the collateral trustee:

(1) without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations;

(2) as necessary to redeem any Collateral in a creditor’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject tothe prior Discharge of Priority Lien Obligations) any right to claim, take or receive proceeds of Collateral remaining after the Discharge of PriorityLien Obligations in the event of foreclosure or other enforcement of any Permitted Prior Lien;

(3) as necessary to perfect or establish the priority (subject to Priority Liens and other Permitted Prior Liens) of the Parity Liens upon any Collateral;provided that, the trustee and the holders of Parity Lien Obligations may not require the collateral trustee to take any action to perfect any Collateralthrough possession or control other than the collateral trustee agreeing pursuant to the Collateral Trust Agreement that the collateral trustee, as agentfor the benefit of the holders of Priority Lien Obligations, agrees to act as agent for the benefit of the holders of Parity Lien Obligations; or

(4) as necessary to create, prove, preserve or protect (but not enforce) the Parity Liens upon any Collateral.

Subject to the provisions described below under the heading “—Provisions of the 2016 Notes Indenture Relating to Security— Relative Rights,” until theDischarge of Priority Lien Obligations, none of the holders of 2016 notes or other Parity Lien Obligations or any Parity Lien Representative will:

(1) request judicial relief, in an insolvency or liquidation proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exerciseor enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens or that wouldlimit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to thePriority Liens;

(2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Priority Liensmade by any holder of Priority Lien Obligations or any Priority Lien Representative in any insolvency or liquidation proceedings;

(3) oppose or otherwise contest any lawful exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to creditbid Priority Lien Debt at any sale in foreclosure of Priority Liens;

(4) oppose or otherwise contest any other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority LienRepresentative relating to the lawful enforcement of any Priority Lien; or

(5) challenge the validity, enforceability, perfection or priority of the Priority Liens.

Notwithstanding the foregoing, both before and during an insolvency or liquidation proceeding, the holders of notes and other Parity Lien Obligations andthe Parity Lien Representatives may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, withoutlimitation, the commencement of an insolvency or liquidation proceeding against the Company or any other Pledgor in accordance with applicable law;provided that, by accepting a note, each holder of notes will agree not to take any of the actions prohibited under clauses (1) through (5) of the precedingparagraph or oppose or contest any order that it has agreed not to oppose or contest under the provisions described below under the heading “—Insolvency orLiquidation Proceedings.”

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At any time prior to the Discharge of Priority Lien Obligations and after (a) the commencement of any insolvency or liquidation proceeding in respect of theCompany or any other Pledgor or (b) the collateral trustee and each Parity Lien Representative have received written notice from any Priority LienRepresentative at the direction of an Act of Required Debtholders stating that (i) any Series of Priority Lien Debt has become due and payable in full (whetherat maturity, upon acceleration or otherwise) or (ii) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled underany Priority Lien Documents to and have stated the intent to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents,no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by the Company or any other Pledgor to the collateral trustee(in its capacity as agent for the holders of Parity Lien Obligations), any Parity Lien Representative, any holder of notes or any other holder of Parity LienObligations (including, without limitation, payments and prepayments made for application to Parity Lien Obligations and all other payments and depositsmade pursuant to any provision of the indenture, the 2016 notes, the Guarantees or any other Parity Lien Document).

Subject to the provisions described below under the heading “—Provisions of the 2016 Notes Indenture Relating to Security— Relative Rights,” allproceeds of Collateral received by the collateral trustee (in its capacity as agent for the holders of Parity Lien Obligations), any Parity Lien Representative, anyholder of 2016 notes or other Parity Lien Obligations in violation of the immediately preceding paragraph will be held by the collateral trustee (in its capacityas agent for the holders of Parity Lien Obligations), the applicable Parity Lien Representative or the applicable holder of Parity Lien Obligations for theaccount of the holders of Priority Liens and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative. The Parity Lienswill remain attached to and, subject to the provisions described under the heading “—Provisions of the 2016 Notes Indenture Relating to Security— Rankingof Parity Liens,” enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the collateral trustee (in its capacity as agent forthe holders of Parity Lien Obligations), any Parity Lien Representative or any holder of notes or other Parity Lien Obligations not in violation of theimmediately preceding paragraph will be received by the collateral trustee (in its capacity as agent for the holders of Parity Lien Obligations), such Parity LienRepresentative or such holder of Parity Lien Obligations free from the Priority Liens and all other Liens except the Parity Liens.

Waiver of Right of Marshalling

The Collateral Trust Agreement provides that, prior to the Discharge of Priority Lien Obligations, the holders of notes and other Parity Lien Obligations,each Parity Lien Representative and the collateral trustee (in its capacity as agent for the holders of Parity Lien Obligations) may not assert or enforce any rightof marshalling accorded to a junior lienholder, as against the holders of Priority Liens (in their capacity as priority lienholders). Following the Discharge ofPriority Lien Obligations, the holders of Parity Lien Obligations and any Parity Lien Representative may assert their right under the Uniform CommercialCode or otherwise to any proceeds remaining following a sale or other disposition of Collateral by, or on behalf of, the holders of Priority Lien Obligations.

Insolvency or Liquidation Proceedings

If in any insolvency or liquidation proceeding and prior to the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations by an Act ofRequired Debtholders consent to any order:

(1) for use of cash collateral;

(2) approving a debtor-in-possession financing secured by a Lien that is senior to or on a parity with all Priority Liens upon any property of the estate insuch insolvency or liquidation proceeding;

(3) granting any relief on account of Priority Lien Obligations as adequate protection (or its equivalent) for the benefit of the holders of Priority LienObligations in the collateral subject to Priority Liens; or

(4) relating to a sale of assets of the Company or any other Pledgor that provides, to the extent the assets sold are to be free and clear of Liens, that allPriority Liens and Parity Liens will attach to the proceeds of the sale;

then, the holders of 2016 notes and other Parity Lien Obligations, in their capacity as holders of secured claims, and each Parity Lien Representative will notoppose or otherwise contest the entry of such order, so long as none of the holders of Priority Lien Obligations or

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any Priority Lien Representative in any respect opposes or otherwise contests any request made by the holders of 2016 notes or other Parity Lien Obligationsor a Parity Lien Representative for the grant to the collateral trustee, for the benefit of the holders of 2016 notes and other Parity Lien Obligations, of a juniorLien upon any property on which a Lien is (or is to be) granted under such order to secure the Priority Lien Obligations, co-extensive in all respects with, butsubordinated (as set forth herein under the heading “—Provisions of the 2016 Notes Indenture Relating to Security— Ranking of Parity Liens”) to, such Lienand all Priority Liens on such property.

Notwithstanding the foregoing, both before and during an insolvency or liquidation proceeding, the holders of 2016 notes and other Parity Lien Obligationsand the Parity Lien Representatives may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including,without limitation, the commencement of insolvency or liquidation proceedings against the Company or any other Pledgor in accordance with applicable law;provided that, by accepting a 2016 note, each holder of 2016 notes will agree not to take any of the actions prohibited under clauses (1) through (5) of thesecond paragraph of the provisions described above under the heading “—Restrictions on Enforcement of Parity Liens” or oppose or contest any order that ithas agreed not to oppose or contest under clauses (1) through (4) of the preceding paragraph.

The holders of 2016 notes or other Parity Lien Obligations or any Parity Lien Representative will not file or prosecute in any insolvency or liquidationproceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral under the Parity Liens, exceptthat:

(1) they may freely seek and obtain relief: (a) granting a junior Lien co-extensive in all respects with, but subordinated (as set forth herein under theheading “—Provisions of the 2016 Notes Indenture Relating to Security— Ranking of Parity Liens”) to, all Liens granted in the insolvency orliquidation proceeding to, or for the benefit of, the holders of Priority Lien Obligations; or (b) in connection with the confirmation of any plan ofreorganization or similar dispositive restructuring plan; and

(2) they may freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restrictionwhatsoever, at any time after the Discharge of Priority Lien Obligations.

Order of Application

The Collateral Trust Agreement provides that if any Collateral is sold or otherwise realized upon by the collateral trustee in connection with any foreclosure,collection or other enforcement of Liens granted to the collateral trustee in the security documents, the proceeds received by the collateral trustee from suchforeclosure, collection or other enforcement will be distributed by the collateral trustee in the following order of application:

FIRST, to the payment of all amounts payable under the Collateral Trust Agreement on account of the collateral trustee’s and the indenture trustee’s fees andany reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the collateral trustee, the indenture trustee or any co-trustee or agent ofthe collateral trustee in connection with any security document;

SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Collateral sold orrealized upon;

THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority LienObligations that are then due and payable in such order as may be provided in the Priority Lien Documents (and if not so provided therein, shall be payable prorata) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable(including all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-defaultrate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including thedischarge, cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount requiredfor release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt) orcollateralization with a letter of credit in form and substance, and from a financial institution, satisfactory to the respective Priority Lien Representatives (suchletter of credit to have a face amount equal to the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amountrequired for release of Liens under the terms of the applicable Priority Lien Document);

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FOURTH, to the respective Parity Lien Representatives for application to the payment of all outstanding Parity Lien Debt and any other Parity LienObligations that are then due and payable in such order as may be provided in the Parity Lien Documents (and if not so provided therein, shall be payable prorata) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable(including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate,including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim insuch proceeding, and including the discharge, cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of theaggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit, if any,constituting Parity Lien Debt) or collateralization with a letter of credit in form and substance, and from a financial institution, satisfactory to the respectiveParity Lien Representatives (such letter of credit to have a face amount equal to the lower of (1) 105% of the aggregate undrawn amount and (2) the percentageof the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document); and

FIFTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or theapplicable Pledgor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

If any Parity Lien Representative or any holder of a Parity Lien Obligation collects or receives any proceeds of such foreclosure, collection or otherenforcement that should have been applied to the payment of the Priority Lien Obligations in accordance with the paragraph above, whether after thecommencement of an insolvency or liquidation proceeding or otherwise, such Parity Lien Representative or such holder of a Parity Lien Obligation, as the casemay be, will forthwith deliver the same to the collateral trustee, for the account of the holders of the Priority Lien Obligations and other Obligations secured bya Permitted Prior Lien, to be applied in accordance with the provisions set forth above under this heading “—Order of Application.” Until so delivered, suchproceeds will be held by that Parity Lien Representative or that holder of a Parity Lien Obligation, as the case may be, for the benefit of the holders of thePriority Lien Obligations and other Obligations secured by a Permitted Prior Lien.

The provisions set forth above under this heading “—Order of Application” are intended for the benefit of, and will be enforceable as a third partybeneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative, and the collateral trustee as holderof Priority Liens and Parity Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Lien Sharing andPriority Confirmation to the collateral trustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt.

Release of Liens on Collateral

The Collateral Trust Agreement provides that the collateral trustee’s Liens on the Collateral will be released:

(1) in whole, upon (a) payment in full and discharge of all outstanding Secured Debt and all other Secured Obligations that are outstanding, due andpayable at the time all of the Secured Debt is paid in full and discharged and (b) termination or expiration of all commitments to extend credit underall Secured Debt Documents and the cancellation or termination, cash collateralization (at the lower of (1) 105% of the aggregate undrawn amountand (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) orcollateralization with a letter of credit in form and substance, and from a financial institution, satisfactory to the respective Secured DebtRepresentatives (such letter of credit to have a face amount equal to the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage ofthe aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) of all outstanding letters ofcredit issued pursuant to any Secured Debt Documents;

(2) as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any other Pledgor to a Person that is not (either before orafter such sale, transfer or disposition) the Company or any Guarantor in a transaction or other circumstance that

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complies with the “Asset Sale” provisions of the indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale,transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the collateral trustee’s Liens uponthe Collateral will not be released if the sale or disposition is subject to the covenant described below under the heading “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

(3) as to a release of less than all or substantially all of the Collateral, if consent to the release of all Priority Liens on such Collateral has been given byan Act of Required Debtholders; and

(4) as to a release of all or substantially all of the Collateral, if (a) consent to the release of that Collateral has been given by the requisite percentage ornumber of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents, and (b) theCompany has delivered an officers’ certificate to the collateral trustee certifying that all such necessary consents have been obtained.

The security documents provide that the Liens securing the Secured Debt will extend to the proceeds of any sale of Collateral. As a result, the collateraltrustee’s Liens will apply to the proceeds of any such Collateral received in connection with any sale or other disposition of assets described in the precedingparagraph.

Release of Liens in Respect of 2016 Notes

The 2016 notes Indenture and the Collateral Trust Agreement provides that the collateral trustee’s Parity Liens upon the Collateral will no longer secure the2016 notes outstanding under the 2016 notes Indenture or any other Obligations under the 2016 notes Indenture, and the right of the holders of the 2016 notesand such Obligations to the benefits and proceeds of the collateral trustee’s Parity Liens on the Collateral will terminate and be discharged:

(1) upon satisfaction and discharge of the 2016 notes Indenture as set forth under the heading “—Satisfaction and Discharge;”

(2) upon a Legal Defeasance or Covenant Defeasance of the notes as set forth under the heading “—Legal Defeasance and Covenant Defeasance;”

(3) upon payment in full and discharge of all notes outstanding under the 2016 notes Indenture and all Obligations that are outstanding, due and payableunder the 2016 notes Indenture at the time the notes are paid in full and discharged; or

(4) in whole or in part, with the consent of the holders of the requisite percentage of notes in accordance with the provisions described below under theheading “Amendment, Supplement and Waiver.”

Amendment of Security Documents

The Collateral Trust Agreement provides that no amendment or supplement to the provisions of any security document will be effective without theapproval of the collateral trustee acting as directed by an Act of Required Debtholders, except that:

(1) any amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Secured Debt that was otherwisepermitted by the terms of the Secured Debt Documents to be secured by the Collateral or preserving, perfecting or establishing the priority of theLiens thereon or the rights of the collateral trustee therein will become effective when executed and delivered by the Company or any other applicablePledgor party thereto and the collateral trustee;

(2) no amendment or supplement that reduces, impairs or adversely affects the right of any holder of Secured Obligations:

(a) to vote its outstanding Secured Debt as to any matter described as subject to an Act of Required Debtholders or direction by the Required ParityLien Debtholders (or amends the provisions of this clause (2) or the definition of “Act of Required Debtholders” or “Required Parity LienDebtholders”),

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(b) to share in the order of application described above under “—Order of Application” in the proceeds of enforcement of or realization on anyCollateral, or

(c) to require that Liens securing Secured Obligations be released only as set forth in the provisions described above under the heading “—Releaseof Liens on Collateral,”

will become effective without the consent of the requisite percentage or number of holders of each Series of Secured Debt so affected under theapplicable Secured Debt Document; and

(3) no amendment or supplement that imposes any obligation upon the collateral trustee or any Secured Debt Representative or adversely affects therights of the collateral trustee or any Secured Debt Representative, respectively, in its individual capacity as such will become effective without theconsent of the collateral trustee or such Secured Debt Representative, respectively.

Any amendment or supplement to the provisions of the security documents that releases Collateral will be effective only in accordance with therequirements set forth in the applicable Secured Debt Document referenced above under the heading “—Release of Liens on Collateral.” Any amendment orsupplement that results in the collateral trustee’s Liens upon the Collateral no longer securing the notes and the other Obligations under the 2016 notesIndenture may only be effected in accordance with the provisions described above under the heading “—Release of Liens in Respect of 2016 notes.”

The Collateral Trust Agreement provides that, notwithstanding anything to the contrary under the heading “—Amendment of Security Documents,” butsubject to clauses (2) and (3) above:

(1) any mortgage or other security document that secures Parity Lien Obligations (but not Priority Lien Obligations) may be amended or supplementedwith the approval of the collateral trustee acting as directed in writing by the Required Parity Lien Debtholders, unless such amendment orsupplement would not be permitted under the terms of the Collateral Trust Agreement or the other Priority Lien Documents; and

(2) any amendment or waiver of, or any consent under, any provision of the Collateral Trust Agreement or any other security document that securesPriority Lien Obligations will apply automatically to any comparable provision of any comparable Parity Lien Document without the consent of ornotice to any holder of Parity Lien Obligations and without any action by the Company or any other Pledgor or any holder of notes or other ParityLien Obligations.

Voting

In connection with any matter under the Collateral Trust Agreement requiring a vote of holders of Secured Debt, each Series of Secured Debt will cast itsvotes in accordance with the Secured Debt Documents governing such Series of Secured Debt. The amount of Secured Debt to be voted by a Series of SecuredDebt will equal (1) the aggregate principal amount of Secured Debt held by such Series of Secured Debt (including outstanding letters of credit whether or notthen available or drawn), plus (2) other than in connection with an exercise of remedies, the aggregate unfunded commitments to extend credit which, whenfunded, would constitute Indebtedness of such Series of Secured Debt. Following and in accordance with the outcome of the applicable vote under its SecuredDebt Documents, the Secured Debt Representative of each Series of Secured Debt will vote the total amount of Secured Debt under that Series as a block inrespect of any vote under the Collateral Trust Agreement.

Provisions of the 2016 Notes Indenture Relating to Security

Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt

The 2016 notes Indenture provides that, notwithstanding:

(1) anything to the contrary contained in the security documents;

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(2) the time of incurrence of any Series of Parity Lien Debt;

(3) the order or method of attachment or perfection of any Liens securing any Series of Parity Lien Debt;

(4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon anyCollateral;

(5) the time of taking possession or control over any Collateral;

(6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien;or

(7) the rules for determining priority under any law governing relative priorities of Liens:

(a) all Parity Liens granted at any time by the Company or any other Pledgor will secure, equally and ratably, all present and future Parity LienObligations; and

(b) all proceeds of all Parity Liens granted at any time by the Company or any other Pledgor will be allocated and distributed equally and ratablyon account of the Parity Lien Debt and other Parity Lien Obligations.

This section is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations,each present and future Parity Lien Representative and the collateral trustee as holder of Parity Liens. The Parity Lien Representative of each future Series ofParity Lien Debt will be required to deliver a Lien Sharing and Priority Confirmation to the collateral trustee and the trustee at the time of incurrence of suchSeries of Parity Lien Debt.

Ranking of Parity Liens

The 2016 notes Indenture provides that, notwithstanding:

(1) anything to the contrary contained in the security documents;

(2) the time of incurrence of any Series of Secured Debt;

(3) the order or method of attachment or perfection of any Liens securing any Series of Secured Debt;

(4) the time or order of filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon anyCollateral;

(5) the time of taking possession or control over any Collateral;

(6) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any otherLien; or

(7) the rules for determining priority under any law governing relative priorities of Liens,

all Parity Liens at any time granted by the Company or any other Pledgor will be subject and subordinate to all Priority Liens securing (i) Priority Lien Debt upto the Priority Lien Cap and (ii) all other Obligations in respect of Priority Lien Debt.

The provisions under the heading “—Ranking of Parity Liens” are intended for the benefit of, and will be enforceable as a third party beneficiary by, eachpresent and future holder of Priority Lien Obligations, each present and future Priority Lien Representatives and the collateral trustee as holder of PriorityLiens. No other Person will be entitled to rely on, have the benefit of or enforce those provisions. The Parity Lien Representative of each future Series of ParityLien Debt will be required to deliver a Lien Sharing and Priority Confirmation to the collateral trustee and each Priority Lien Representative at the time ofincurrence of such Series of Parity Lien Debt.

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In addition, the provisions under the heading “—Ranking of Parity Liens” are intended solely to set forth the relative ranking, as Liens, of the Lienssecuring Parity Lien Debt as against the Priority Liens. Neither the notes nor any other Parity Lien Obligations nor the exercise or enforcement of any right orremedy for the payment or collection thereof are intended to be, or will ever be by reason of the foregoing provision, in any respect subordinated, deferred,postponed, restricted or prejudiced.

Relative Rights

Nothing in the Note Documents will:

(1) impair, as between the Company and the holders of the 2016 notes, the obligation of the Company to pay principal of, premium and interest on thenotes in accordance with their terms or any other obligation of the Company or any other Pledgor;

(2) affect the relative rights of holders of notes as against any other creditors of the Company or any other Pledgor (other than holders of Priority Liens,Permitted Prior Liens or other Parity Liens);

(3) restrict the right of any holder of notes to sue for payments that are then due and owing (but not enforce any judgment in respect thereof against anyCollateral to the extent specifically prohibited by the provisions described above under the headings “—Collateral Trust Agreement— Restrictions onEnforcement of Parity Liens” or “—Collateral Trust Agreement— Insolvency and Liquidation Proceedings”);

(4) restrict or prevent any holder of notes or other Parity Lien Obligations, the collateral trustee or any Parity Lien Representative from exercising any ofits rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by (a) “—Collateral Trust Agreement— Restrictionson Enforcement of Parity Liens” or (b) “—Collateral Trust Agreement— Insolvency and Liquidation Proceedings”; or

(5) restrict or prevent any holder of notes or other Parity Lien Obligations, the collateral trustee or any Parity Lien Representative from taking any lawfulaction in an insolvency or liquidation proceeding not specifically restricted or prohibited by (a) “—Collateral Trust Agreement— Restrictions onEnforcement of Parity Liens” or (b) “—Collateral Trust Agreement— Insolvency and Liquidation Proceedings.”

Compliance with Trust Indenture Act

The 2016 note Indenture provides that, to the extent applicable, the Company will comply with the provisions of TIA § 314.

To the extent applicable, the Company will cause TIA §313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities subjectto the Lien of the security documents, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an officer of the Companyexcept in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer,appraiser or other expert selected by or reasonably satisfactory to the trustee. Notwithstanding anything to the contrary in this paragraph, the Company will notbe required to comply with all or any portion of TIA § 314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA § 314(d)and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion ofTIA § 314(d) is inapplicable to one or a series of released Collateral.

Further Assurances; Insurance

The 2016 notes Indenture and the security documents provides that the Company and each of the other Pledgors will do or cause to be done all acts andthings that may be required, or that the collateral trustee from time to time may reasonably request, to assure and confirm that the collateral trustee holds, forthe benefit of the holders of Secured Obligations, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets thatare acquired or otherwise become Collateral after the notes are issued), in each case, as contemplated by, and with the Lien priority required under, the SecuredDebt Documents.

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Upon the reasonable request of the collateral trustee or any Secured Debt Representative at any time and from time to time, the Company and each of theother Pledgors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take suchother actions as shall be reasonably required, or that the collateral trustee may reasonably request, to create, perfect, protect, assure or enforce the Liens andbenefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the holders of Secured Obligations.

At any time when no Priority Lien Documents are in effect, the Company and the other Pledgors will:

(1) keep their properties adequately insured at all times by financially sound and reputable insurers;

(2) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and otherrisks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businessesoperating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damageoccurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by them;

(3) maintain such other insurance as may be required by law;

(4) maintain title insurance on all real property Collateral insuring the collateral trustee’s Lien on that property, subject only to Permitted Prior Liens andother exceptions to title reasonably approved by the collateral trustee; provided that title insurance need only be maintained on any particular parcel ofreal property if and to the extent title insurance is maintained in respect of Priority Liens on that property; and

(5) maintain such other insurance as may be required by the security documents.

Upon the request of the collateral trustee, the Company and the other Pledgors will furnish to the collateral trustee full information as to their property andliability insurance carriers. The collateral trustee, as agent for the holders of Secured Obligations, as a class, will be named as additional insured on allinsurance policies of the Company and the other Pledgors and the collateral trustee will be named as loss payee, with 30 days’ notice of cancellation or, ifprovided to the Company, notice of material change, on all property and casualty insurance policies of the Company and the other Pledgors.

Optional Redemption

Prior to February 15, 2011, the Company may redeem all or a part of the 2016 notes upon not less than 30 nor more than 60 days’ notice, at a redemptionprice equaling 105% of the aggregate outstanding principal amount of the 2016 notes being redeemed, plus accrued and unpaid interest. On or afterFebruary 15, 2011, the Company may redeem all or a part of the 2016 notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices(expressed as percentages of aggregate outstanding principal amount of 2016 notes being redeemed) set forth below plus accrued and unpaid interest, on thenotes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subjectto the rights of holders of 2016 notes on the relevant record date to receive interest on the relevant interest payment date:

Year Percentage2011 102.5%2012 101%2013 and thereafter 100%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the 2016 notes or portions thereof called forredemption on the applicable redemption date.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2016 notes.

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Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of 2016 notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or anintegral multiple of $1,000) of that holder’s 2016 notes pursuant to a Change of Control Offer on the terms set forth in the 2016 notes Indenture. In the Changeof Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of 2016 notes repurchasedplus accrued and unpaid interest, on the 2016 notes repurchased to the date of purchase, subject to the rights of holders of 2016 notes on the relevant recorddate to receive interest due on the relevant interest payment date. Within ten days following any Change of Control, the Company will mail a notice to eachholder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2016 notes on the Change of Control PaymentDate specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the proceduresrequired by the 2016 notes Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act andany other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2016 notesas a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the2016 notes Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligationsunder the Change of Control provisions of the 2016 notes Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all 2016 notes or portions of 2016 notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2016 notes or portions of 2016 notes properlytendered; and

(3) deliver or cause to be delivered to the trustee the 2016 notes properly accepted together with an officers’ certificate stating the aggregate principalamount of 2016 notes or portions of 2016 notes being purchased by the Company.

The paying agent will promptly mail to each holder of 2016 notes properly tendered the Change of Control Payment for such 2016 notes, and the trusteewill promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portionof the 2016 notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after theChange of Control Payment Date.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether ornot any other provisions of the 2016 notes Indenture are applicable. Except as described above with respect to a Change of Control, the 2016 notes Indenturedoes not contain provisions that permit the holders of the 2016 notes to require that the Company repurchase or redeem the 2016 notes in the event of atakeover, recapitalization or similar transaction.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer inthe manner, at the times and otherwise in compliance with the requirements set forth in the 2016 notes Indenture applicable to a Change of Control Offer madeby the Company and purchases all 2016 notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has beengiven pursuant to the 2016 notes Indenture as described above under the heading “—Optional Redemption,” unless and until there is a default in payment ofthe applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all orsubstantially all” of the properties or assets of the Company and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting thephrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2016 notes torequire the Company to repurchase its 2016 notes as a result of a sale, lease, transfer, conveyance or

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other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair MarketValue of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other thancontingent liabilities and liabilities that are by their terms subordinated to the 2016 notes or any Note Guarantee) that are assumed by thetransferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from furtherliability;

(b) any securities, 2016 notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within180 days, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash received in thatconversion; and

(c) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale or a Casualty Event, the Company (or the applicable Restricted Subsidiary, as thecase may be) may apply such Net Proceeds:

(1) to repay Priority Lien Debt and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respectthereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, a Person engaged in a Permitted Business, if, after giving effect to any suchacquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

provided, that the application of any Net Proceeds from an Asset Sale that constitutes a Sale of Collateral or from a Casualty Event, in accordance with clauses(2) through (4) of this paragraph shall be used to purchase, acquire or improve assets that would constitute Collateral; and provided, further, that therequirements of clauses (2) through (4) of this paragraph shall be deemed to be satisfied if a binding agreement committing to make the acquisitions orexpenditures referenced in such clauses is entered into by the Company or its Restricted Subsidiaries within 365 days after receipt of any Net Proceeds andsuch Net Proceeds are applied in accordance with such agreement; provided, however, that if the Net Proceeds to be applied pursuant to such agreement are notapplied within 180 days of the date of such agreement, such Net Proceeds shall be considered Excess Proceeds.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute “Excess Proceeds.”When the aggregate amount of Excess Proceeds exceeds $15.0 million, within five days thereof, the Company will make

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an Asset Sale Offer to all holders of 2016 notes and all holders of other Parity Lien Debt containing provisions similar to those set forth in the 2016 notesIndenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of 2016 notes and suchother Parity Lien Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amountplus accrued and unpaid interest to the date of purchase (or, in respect of such Parity Lien Debt, such lesser price, if only, as may be provided for by the termsof such Parity Lien Debt), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use thoseExcess Proceeds for any purpose not otherwise prohibited by the 2016 notes Indenture. If the aggregate principal amount of 2016 notes and other Parity LienDebt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the 2016 notes and such other Parity Lien Debt to bepurchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to theextent those laws and regulations are applicable in connection with each repurchase of 2016 notes pursuant to an Asset Sale Offer. To the extent that theprovisions of any securities laws or regulations conflict with the Asset Sale provisions of the 2016 notes Indenture, the Company will comply with theapplicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the 2016 notes Indentureby virtue of such compliance.

The agreements governing the Company’s other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including eventsthat would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the 2016 notes. The exercise by theholders of 2016 notes of their right to require the Company to repurchase the 2016 notes upon a Change of Control or an Asset Sale could cause a default underthese other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on the Company. In the eventa Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing 2016 notes, the Company could seek the consent of itssenior lenders to the purchase of 2016 notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain aconsent or repay those borrowings, the Company will remain prohibited from purchasing 2016 notes. In that case, the Company’s failure to purchase tendered2016 notes would constitute an Event of Default under the 2016 notes Indenture which could, in turn, constitute a default under the other indebtedness. Finally,the Company’s ability to pay cash to the holders of 2016 notes upon a repurchase may be limited by the Company’s then existing financial resources. See “Riskfactors — We may be unable to purchase the 2016 notes upon a change of control.”

Selection and Notice

If less than all of the 2016 notes are to be redeemed at any time, the trustee will select 2016 notes for redemption on a pro rata basis unless otherwiserequired by law or applicable stock exchange requirements.

No 2016 notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 daysbefore the redemption date to each holder of 2016 notes to be redeemed at its registered address, except that redemption notices may be mailed more than60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2016 notes or a satisfaction and discharge of the 2016 notesIndenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is tobe redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of 2016 notes uponcancellation of the original note. 2016 notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interestceases to accrue on 2016 notes or portions of 2016 notes called for redemption.

Certain Covenants

Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ EquityInterests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its RestrictedSubsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (otherthan dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends ordistributions payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving theCompany) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company orany Guarantor that is contractually subordinated to the 2016 notes or to any Note Guarantee (excluding any intercompany Indebtedness between oramong the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made atthe beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the FixedCharge Coverage Ratio test set forth in the first paragraph of the covenant described below under the heading “—Incurrence of Indebtedness andIssuance of Disqualified Stock and Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiariessince the date of the 2016 notes Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (9), (10) and (11), and excludingRestricted Payments attributable to proceeds of key-man life insurance, with respect to clause (5), of the next succeeding paragraph), is less than thesum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscalquarter commencing after the date of the 2016 notes Indenture to the end of the Company’s most recently ended fiscal quarter for whichfinancial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less100% of such deficit); plus

(b) 100% of the aggregate net cash proceeds received by the Company since the date of the 2016 notes Indenture as a contribution to its commonequity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale ofconvertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into orexchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company);plus

(c) to the extent that any Restricted Investment that was made after the date of the 2016 notes Indenture is sold for cash or otherwise liquidated orrepaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

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(d) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of the 2016 notes Indenture is redesignated as aRestricted Subsidiary after the date of the 2016 notes Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as ofthe date of such redesignation; plus

(e) 100% of any dividends received by the Company or a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor after the dateof the 2016 notes Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included inthe Consolidated Net Income of the Company for such period.

With respect to (a) any payments made pursuant to clauses (2), (3), (4), (5) (other than with respect to cash proceeds of key-man life insurance policies) and(7) below, so long as no Default or Event of Default has occurred and is continuing or would be caused by such payments, and (b) any payments made pursuantto clauses (1), (5) (with the cash proceeds of key-man life insurance policies), (6), (8), (9), (10) and (11) below, regardless of whether any Default or Event ofDefault has occurred and is continuing or would be caused by such payment, the preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or givingof the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with theprovisions of the 2016 notes Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiaryof the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of commonequity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will beexcluded from clause (3)(b) of the preceding paragraph;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that iscontractually subordinated to the 2016 notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence ofPermitted Refinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of theCompany to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of theCompany held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equitysubscription agreement, stock option agreement, shareholders’ agreement or similar agreement or otherwise approved by the Board of Directors;provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year may not exceed thesum of (i) $3.0 million and (ii) the cash proceeds of key-man life insurance policies received in such year by the Company and its RestrictedSubsidiaries (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso from any fiscal year are available to becarried over to the subsequent fiscal year); provided, further, that the aggregate amount spent pursuant to this clause (5) in any fiscal year in whichunused amounts from a prior fiscal year have been carried forward may not exceed the sum of (x) $6.0 million and (y) the unused cash proceeds ofsuch key-man life insurance policies;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of theexercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of common Disqualified

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Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of the 2016 notes Indenture in accordance with theFixed Charge Coverage Ratio test described below under the heading “—Incurrence of Indebtedness and Issuance of Disqualified Stock and PreferredStock”;

(8) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of preferred Disqualified Stock of theCompany or any Restricted Subsidiary of the Company issued on or after the date of the 2016 notes Indenture in accordance with the Fixed ChargeCoverage Ratio test described below under the heading “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(9) Permitted Payments to Sponsor;

(10) cash payments in lieu of fractional shares issuable as dividends on Capital Stock of the Company or any of its Restricted Subsidiaries;

(11) other Restricted Payments in an aggregate amount not to exceed $30.0 million since the date of the 2016 notes Indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securitiesproposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwisebecome directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and theCompany will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however,that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (includingAcquired Debt) or issue preferred stock, if, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for whichfinancial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or suchpreferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the netproceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, atthe beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Guarantor of (i) Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount atany one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potentialliability of the Company and its Restricted Subsidiaries thereunder) and (ii) Indebtedness under any receivables facility (such amounts outstandingunder any such receivables facility not to exceed $125.0 million outstanding at any given time) in an aggregate principal amount at any one timeoutstanding under this clause (1) not to exceed the sum of (i) the Borrowing Base and (ii) $75.0 million;

(2) the incurrence by the Company or any of its Restricted Subsidiaries of Existing Indebtedness and Existing Disqualified Stock;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the 2016 notes and the related Note Guarantees to be issued on thedate of the 2016 notes Indenture or additional 2016 notes, or other Parity Lien Debt, to be issued on a future date in exchange for 2012 notes;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations,

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mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost ofdesign, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its RestrictedSubsidiaries (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 90 days of such purchase,design, construction, installation or improvement in an aggregate principal amount, including all Indebtedness incurred to renew, refund, refinance,replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $25.0 million and (b) 3.0% of TotalAssets at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds ofwhich are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permittedby the 2016 notes Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), or (5) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of itsRestricted Subsidiaries; provided, however, that:

(a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness mustbe expressly subordinated, upon an Event of Default, to the prior payment in full in cash of all Obligations then due with respect to the 2016notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Companyor a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either theCompany or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by theCompany or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock;provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Companyor a Restricted Subsidiary of the Company; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that waspermitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passuwith the 2016 notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insuranceobligations, bankers’ acceptances, trade letters of credit, performance and surety bonds in the ordinary course of business;

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(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institutionof a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five businessdays;

(12) Indebtedness arising from any agreement entered into by the Company or any of its Restricted Subsidiaries providing for indemnification, purchaseprice adjustment, holdback, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations(other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets permitted by the 2016 notesIndenture;

(13) the incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt of Restricted Subsidiaries acquired or assumed by the Companyor another Restricted Subsidiary of the Company, or resulting from the merger or consolidation of one or more Persons into or with one or moreRestricted Subsidiaries of the Company; provided that (a) such Acquired Debt is not incurred in contemplation of the respective acquisition, mergeror consolidation, and (b) after giving effect to any Acquired Debt acquired or assumed pursuant to this clause (13),

(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forthin the first paragraph of this “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant; or

(b) the Company’s Fixed Charge Coverage Ratio at the time of such acquisition or merger, after giving pro forma effect to such acquisition ormerger, would be greater than the Company’s actual Fixed Charge Coverage Ratio immediately prior to such acquisition or merger;

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness incurred for the sole purpose of financing the payment ofinsurance premiums in the ordinary course of business;

(15) the incurrence by the Company of Disqualified Capital Stock issued to any officer, director or employee of the Company or any of its RestrictedSubsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholder’s agreement or similar agreement, or otherwiseapproved by the Board of Directors; and

(16) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, asapplicable) at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtednessincurred pursuant to this clause (16), not to exceed $50.0 million.

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated inright of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of paymentto the 2016 notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to becontractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on afirst or junior Lien basis.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covenant, in theevent that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above,or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify such item of Indebtedness on the date ofits incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under CreditFacilities outstanding on the date on which 2016 notes are first issued and authenticated under the 2016 notes Indenture will initially be deemed to have beenincurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion oramortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, thereclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form ofadditional shares of the same class

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of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, ineach such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any otherprovision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall notbe deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a) the Fair Market Value of such assets at the date of determination; and

(b) the amount of the Indebtedness of the other Person.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of anykind on any asset now owned or hereafter acquired, except Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective anyconsensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any otherinterest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries (including for purposes of this clause (3)distributions of property as dividends on capital stock).

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the date ofthe 2016 notes Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings ofthose agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings arenot materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in thoseagreements on the date of the 2016 notes Indenture;

(2) the 2016 notes Indenture, the 2016 notes, the Note Guarantees and the security documents;

(3) applicable law, rule, regulation or order;

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(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at thetime of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of suchacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or theproperty or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the 2016notes Indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property or equipment acquired for use in the business of the Company or any of its Restricted Subsidiaries andCapital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the precedingparagraph;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale orother disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtednessare not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under the provisions of the covenant described above under the heading “—Liens” that limit the right of the debtor todispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements,stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation isapplicable only to the assets that are the subject of such agreements; and

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the survivingcorporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its RestrictedSubsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than theCompany) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under thelaws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the 2016 notes, the 2016 notes Indenture,and the security documents pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment,transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any relatedfinancing transactions as if the same had occurred at the beginning of the applicable four full fiscal quarter period:

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(a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraphof the covenant described above under the heading “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) have a Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio of the Company immediately prior to suchtransaction.

In addition, the Company will not, directly or indirectly, lease all or substantially all of its and its Restricted Subsidiaries, taken as a whole, properties orassets, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and itsRestricted Subsidiaries.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any ofits properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction"), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have beenobtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $7.5 million, aresolution of the Board of Directors of the Company set forth in an officers’ certificate certifying that such Affiliate Transaction complies withthis covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board ofDirectors of the Company; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million,an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by anaccounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement, employee benefit plan, officer, employee or director indemnification agreement or any similar arrangement entered intoby the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Companyowns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

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(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate the provisions of the 2016 notes Indenture described above under the heading “—Restricted Payments;”

(7) Permitted Payments to Sponsor;

(8) loans or advances to employees in the ordinary course of business not to exceed $3.0 million in the aggregate at any one time outstanding;

(9) payments of cash bonuses to officers and employees approved by the Board of Directors; and

(10) consummation of the Recapitalization Transactions and payments made in connection therewith.

Business Activities

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to suchextent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Additional Note Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the date of the 2016 notes Indenture,then that newly acquired or created Domestic Restricted Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion ofcounsel satisfactory to the trustee within 30 business days of the date on which it was acquired or created; provided that any Domestic Restricted Subsidiarythat constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause aDefault. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by theCompany and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of thedesignation and will reduce the amount available for Restricted Payments under the covenant described above under the heading “—Restricted Payments” orunder one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investmentwould be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of aresolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the precedingconditions and was permitted by the covenant described above under the heading “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary wouldfail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the 2016 notesIndenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if suchIndebtedness is not permitted to be incurred as of such date under the covenant described under the heading “—Incurrence of Indebtedness and Issuance ofDisqualified Stock and Preferred Stock,” the Company will be in default of such covenant. The Board of Directors of the Company may at any time,redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company if that redesignation would not cause a Default; provided that such

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designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of suchUnrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the heading “—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at thebeginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests inany Wholly-Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly-Owned Subsidiary of the Company), unless:

(1) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly-Owned Restricted Subsidiary; and

(2) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above underthe heading “—Repurchase at the Option of Holders— Asset Sales.”

In addition, the Company will not permit any Wholly-Owned Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, ifnecessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly-Owned RestrictedSubsidiary of the Company.

Limitation on Issuances of Guarantees of Indebtedness

The Company will not permit any of its Restricted Subsidiaries which is not a Guarantor, directly or indirectly, to Guarantee or pledge any assets to securethe payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indentureproviding for the Guarantee of the payment of the 2016 notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with suchRestricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

The Note Guarantee of a Guarantor will automatically and unconditionally be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation)to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale orother disposition does not violate the “Asset Sale” provisions of the 2016 notes Indenture;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Personthat is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or otherdisposition does not violate the “Asset Sale” provisions of the 2016 notes Indenture;

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisionsof the 2016 notes Indenture; or

(4) upon legal defeasance or satisfaction and discharge of the 2016 notes Indenture as provided below under the headings “—Legal Defeasance andCovenant Defeasance” and “—Satisfaction and Discharge.”

The form of the Note Guarantee is attached as an exhibit to the 2016 notes Indenture.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for thebenefit of any holder of 2016 notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the 2016 notes Indentureor the 2016 notes unless such consideration is offered to be paid and is paid to all holders of the 2016 notes that consent, waive or agree to amend in the timeframe set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

Whether or not required by the rules and regulations of the SEC, so long as any 2016 notes are outstanding, the Company will furnish to the holders of 2016notes or cause the trustee to furnish to the holders of 2016 notes, within the time periods specified in the SEC’s rules and regulations applicable to filers otherthan large accelerated filers and accelerated filers (as such terms are used in Rule 12b-2 under the Exchange Act):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file suchreports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

The availability of the foregoing materials on either the SEC’s EDGAR database service or on the Company’s website shall be deemed to satisfy theCompany’s delivery obligation to deliver such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report onForm 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, theCompany will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified inthe rules and regulations applicable to such reports for filers other than large accelerated filers and accelerated filers (as such terms are used in Rule 12b-2under the Exchange Act) (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act and the rules and regulations promulgatedthereunder for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC withinthe time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not toaccept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reportsreferred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by thepreceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in“Management’s discussion and analysis of financial condition and results of operations,” of the financial condition and results of operations of the Companyand its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, the Company and the Guarantors agree that, for so long as any 2016 notes remain outstanding, if at any time they are not required to file withthe SEC the reports required by the preceding paragraphs, they will furnish to the holders of 2016 notes and prospective investors, upon the request of suchholders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the 2016 notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the 2016 notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the headings “—Repurchase at the Optionof Holders—Change of Control” or “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

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(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the trustee or the holders of at least 25% inaggregate principal amount of the 2016 notes then outstanding voting as a single class to comply with any of the other agreements in the 2016 notesIndenture or any of the security documents;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced anyIndebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company orany of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the 2016 notes Indenture, if thatdefault:

(a) is caused by a failure to pay the principal of such Indebtedness at the final Stated Maturity of such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under whichthere has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregatingin excess of $20.0 million (net of any amount covered by insurance of a reputable and creditworthy insurer that has not contested coverage orreserved rights with respect to the underlying claim), which judgments are not paid, discharged or stayed for a period of 60 days;

(7) the occurrence of any of the following:

(a) except as permitted by the 2016 notes Indenture, any security document ceases for any reason to be fully enforceable; provided, that it will notbe an Event of Default under this clause (7)(a) if the sole result of the failure of one or more security documents to be fully enforceable is thatany Parity Lien purported to be granted under such security documents on Collateral, individually or in the aggregate, having an estimated goodfaith value of not more than $10.0 million ceases to be an enforceable and perfected Lien, subject as to priority only to Permitted Prior Liens;

(b) any Parity Lien purported to be granted under any security document on Collateral, individually or in the aggregate, having an estimated goodfaith value in excess of $10.0 million ceases to be an enforceable and perfected Lien, subject as to priority only to Permitted Prior Liens; or

(c) the Company or any other Pledgor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of theCompany or any other Pledgor set forth in or arising under any security document.

(8) except as permitted by the 2016 notes Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases forany reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations underits Note Guarantee; and

(9) certain events of bankruptcy or insolvency described in the 2016 notes Indenture with respect to the Company or any of its Restricted Subsidiariesthat is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

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In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary of theCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a SignificantSubsidiary, all outstanding 2016 notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and iscontinuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2016 notes may declare all the 2016 notes to be dueand payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding 2016 notes may direct the trustee in its exercise ofany trust or power. The trustee may withhold from holders of the 2016 notes notice of any continuing Default or Event of Default if it determines thatwithholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the 2016 notes Indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trusteewill be under no obligation to exercise any of the rights or powers under the 2016 notes Indenture at the request or direction of any holders of 2016 notesunless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receivepayment of principal or premium, if any, when due, no holder of a note may pursue any remedy with respect to the 2016 notes Indenture or the 2016 notesunless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in aggregate principal amount of the then outstanding 2016 notes have requested the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding 2016 notes have not given the trustee a direction inconsistent with suchrequest within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding 2016 notes by notice to the trustee may, on behalf of the holders of all of the2016 notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2016 notes Indenture except a continuingDefault or Event of Default in the payment of interest or premium, if any, on, or the principal of, the 2016 notes.

The Company is required to deliver to the trustee annually a statement regarding compliance with the 2016 notes Indenture. Upon becoming aware of anyDefault or Event of Default, the Company is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of theCompany or the Guarantors under the 2016 notes, the 2016 notes Indenture, the Note Guarantees, and the Note Documents or for any claim based on, inrespect of, or by reason of, such obligations or their creation. Each holder of 2016 notes by accepting a note waives and releases all such liability. The waiverand release are part of the consideration for issuance of the 2016 notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an officers’ certificate, elect to have all of itsobligations discharged with respect to the outstanding 2016 notes and all obligations of the Guarantors discharged with respect to their Note Guarantees(“Legal Defeasance”) except for:

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(1) the rights of holders of outstanding 2016 notes to receive payments in respect of the principal of, or interest or premium, if any, on, such 2016 noteswhen such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the 2016 notes concerning issuing temporary 2016 notes, registration of the transfer or exchange of 2016notes, mutilated, destroyed, lost or stolen 2016 notes and the maintenance of an office or agency for payment and money for security payments heldin trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the 2016 notes Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certaincovenants under the 2016 notes Indenture (including, without limitation, its obligation to make Change of Control Offers and Asset Sale Offers) that aredescribed above under the heading “—Certain Covenants” in the 2016 notes Indenture (“Covenant Defeasance”) and thereafter any omission to comply withthose covenants will not constitute a Default or Event of Default with respect to the 2016 notes. In the event Covenant Defeasance occurs, certain events (notincluding non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longerconstitute an Event of Default with respect to the 2016 notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the 2016 notes, cash in U.S. dollars, non-callableGovernment Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in theopinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest andpremium, if any, on, the outstanding 2016 notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, andthe Company must specify whether the 2016 notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that(a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the 2016 notesIndenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counselwill confirm that, the holders of the outstanding 2016 notes will not recognize income, gain or loss for federal income tax purposes as a result of suchLegal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been thecase if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirmingthat the holders of the outstanding 2016 notes will not recognize income, gain or loss for federal income tax purposes as a result of such CovenantDefeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case ifsuch Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from theborrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach orviolation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or anyGuarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement orinstrument (other than the 2016 notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of itsSubsidiaries is bound;

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(6) the Company must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring theholders of 2016 notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of theCompany or others; and

(7) the Company must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to theLegal Defeasance or the Covenant Defeasance have been complied with.

The Collateral will be released from the Lien securing the 2016 notes, as provided under the heading “—Collateral Trust Agreement— Release of Liens inRespect of 2016 Notes,” upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the 2016 notes Indenture or the 2016 notes or the Note Guarantees may be amended orsupplemented with the consent of the holders of at least a majority in aggregate principal amount of the 2016 notes then outstanding (including, withoutlimitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, 2016 notes), and any existing Default or Event of Defaultor compliance with any provision of the 2016 notes Indenture or the 2016 notes or the Note Guarantees may be waived with the consent of the holders of amajority in aggregate principal amount of the then outstanding 2016 notes (including, without limitation, consents obtained in connection with a purchase of,or tender offer or exchange offer for, 2016 notes).

Without the consent of each holder of 2016 notes affected, an amendment, supplement or waiver may not (with respect to any 2016 notes held by a non-consenting holder):

(1) reduce the principal amount of 2016 notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or reduce the premium payable upon redemption of any note or change the time atwhich any note may be redeemed (other than provisions relating to the covenants described above under the heading “—Repurchase at the Option ofHolders”);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the 2016 notes (except a rescission ofacceleration of the 2016 notes by the holders of at least a majority in aggregate principal amount of the then outstanding 2016 notes and a waiver ofthe payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the 2016 notes;

(6) make any change in the provisions of the 2016 notes Indenture relating to waivers of past Defaults, Events of Default or the rights of holders of 2016notes to receive payments of principal of, or interest or premium, if any, on, the 2016 notes;

(7) waive a redemption payment payable with respect to any note (other than a payment required by one of the covenants described above under theheading “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Note Guarantee or the 2016 notes Indenture, except in accordance with the terms of the2016 notes Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the 2016 notes Indenture or any security document that has the effect of releasing all orsubstantially all of the Collateral from the Liens securing the 2016 notes will require the consent of the holders of at least 66 2/3% in aggregate principalamount of the 2016 notes then outstanding.

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Notwithstanding the preceding, without the consent of any holder of 2016 notes, the Company, the Guarantors and the trustee may amend or supplement the2016 notes Indenture, the 2016 notes or the Note Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated 2016 notes in addition to or in place of certificated 2016 notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of 2016 notes and Note Guarantees in the case of a merger orconsolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the holders of 2016 notes or that does not adversely affect the legal rightsunder the 2016 notes Indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the 2016 notes Indenture under the Trust Indenture Act, ifapplicable;

(6) to conform the text of the 2016 notes Indenture, the Note Guarantees, the security documents or the 2016 notes to any provision of this Description of2016 notes to the extent that such provision in this Description of 2016 notes was intended to be a verbatim recitation of a provision of the 2016 notesIndenture, the Note Guarantees, the security documents or the 2016 notes;

(7) to provide for the issuance of additional 2016 notes in accordance with the limitations set forth in the 2016 notes Indenture as of the date of the 2016notes Indenture; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the 2016 notes, to add additional Guarantors orrelease Guarantors from Note Guarantees, each in accordance with the terms of the 2016 notes Indenture; or

(9) to make, complete or confirm any grant of Collateral permitted or required by the 2016 notes Indenture or any of the security documents or anyrelease of Collateral that becomes effective as set forth in the 2016 notes Indenture or any of the security documents.

Satisfaction and Discharge

The 2016 notes Indenture will be discharged and will cease to be of further effect as to all 2016 notes issued thereunder, when:

(1) either:

(a) all 2016 notes that have been authenticated, except lost, stolen or destroyed 2016 notes that have been replaced or paid and 2016 notes forwhose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the trustee for cancellation; or

(b) all 2016 notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice ofredemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited orcaused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable GovernmentSecurities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, withoutconsideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the 2016 notes not delivered to the trustee forcancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

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(2) no Default or Event of Default has occurred and is continuing on the date of the deposit as a result of the Company’s failure to comply with theprovisions described under the heading “—Repurchase at the Option of Holders— Change of Control” and the deposit will not result in a breach orviolation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or anyGuarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the 2016 notes Indenture; and

(4) the Company has delivered irrevocable instructions to the trustee under the 2016 notes Indenture to apply the deposited money toward the payment ofthe 2016 notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction anddischarge have been satisfied.

The Collateral will be released from the Lien securing the 2016 notes, as provided under the heading “—Collateral Trust Agreement— Release of Liens inRespect of 2016 notes,” upon a satisfaction and discharge in accordance with the provisions described above.

Concerning the Trustee

If the trustee becomes a creditor of the Company or any Guarantor, the 2016 notes Indenture limits the right of the trustee to obtain payment of claims incertain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in othertransactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue astrustee (if the 2016 notes Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding 2016 notes will have the right to direct the time, method and place ofconducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The 2016 notes Indenture provides that in case anEvent of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct ofhis own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the 2016 notes Indenture at therequest of any holder of 2016 notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this Memorandum may obtain a copy of the 2016 notes Indenture, Collateral Trust Agreement and security documents without chargeby writing to Builders FirstSource, Inc., 2001 Bryan Street, Suite 1600, Dallas, Texas, 75201, Attention: General Counsel.

Certain Definitions

Set forth below are certain defined terms used in the 2016 notes Indenture. Reference is made to the 2016 notes Indenture for a full disclosure of all definedterms used therein, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person,whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming aRestricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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“Act of Required Debtholders” means, as to any matter at any time:

(1) prior to the Discharge of Priority Lien Obligations, a direction in writing delivered to the collateral trustee by or with the written consent of theholders of more than 50% of the sum of:

(a) the aggregate outstanding principal amount of Priority Lien Debt (including outstanding letters of credit whether or not then available ordrawn); and

(b) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, wouldconstitute Priority Lien Debt; and

(2) at any time after the Discharge of Priority Lien Obligations, a direction in writing delivered to the collateral trustee by or with the written consent ofthe holders of Parity Debt representing the Required Parity Lien Debtholders.

For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will bedeemed not to be outstanding, and (b) votes will be determined in accordance with the provisions described above under the heading “—Collateral TrustAgreement— Voting.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control withsuch specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the powerto direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms“controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all orsubstantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the 2016 notesIndenture described above under the heading “—Repurchase at the Option of Holders— Change of Control” and/or the provisions described aboveunder the heading “—Certain Covenants— Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having an estimated good faith value of, or in the case of a lease, aggregatelease payments of, less than $3.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-outor obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

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(6) a Restricted Payment that does not violate the covenant described above under the heading “—Certain Covenants— Restricted Payments” or aPermitted Investment;

(7) the sale or transfer of (or the sale or transfer of interests in) the Company’s or any of its Restricted Subsidiaries’ accounts receivable and related assetspursuant to a receivables facility in a transaction permitted under the terms of the 2016 notes Indenture; and

(8) the deemed sale, transfer or sale-leaseback of the Company’s facility located in Port St. Lucie, Florida, in connection with the construction andsubsequent lease of such facility.

“Asset Sale Offer” has the meaning assigned to that term in the 2016 notes Indenture governing the 2016 notes.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for netrental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has beenextended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit insuch transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation,the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficialownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficialownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisableor is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means the sum of: (1) 80% of the book value of accounts receivable, and (2) 65% of the book value of inventory, in each case of theCompany and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP as of the end of the Company’s most recently ended fiscal quarterfor which financial statements are available; provided, however, that the Borrowing Base as of the end of such most recently ended fiscal quarter shall includeaccounts receivable and inventory acquired by the Company or its Restricted Subsidiaries in connection with an acquisition (whether structured as a purchaseof equity, a purchase of all or substantially all of the assets of an entity, a merger, or otherwise) completed after the end of such fiscal quarter.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that timebe required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rentor any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) ofcorporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, theissuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participationwith Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United Statesgovernment (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than sixmonths from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances withmaturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domesticcommercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above enteredinto with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the dateof acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of thisdefinition.

“Casualty Event” means any taking under power of eminent domain or similar proceeding and any insured loss, in each case relating to property or otherassets that constituted Collateral and resulting in Net Proceeds of at least $1.0 million.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of relatedtransactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term isused in Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as definedabove), other than the Principal and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stockof the Company, measured by voting power rather than number of shares; or

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(4) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company(together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority ofthe members of the Board of Directors of the Company, which members comprising such majority are then still in office and were either directors atthe beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority ofthe Board of Directors of the Company, as applicable.

“Change of Control Offer” has the meaning assigned to that term in the 2016 notes Indenture governing the 2016 notes.

“Class” means (1) in the case of Parity Lien Debt, every Series of Parity Lien Debt, taken together, and (2) in the case of Priority Lien Debt, every Series ofPriority Lien Debt, taken together.

“Collateral” means all properties and assets at any time owned or acquired by the Company or any of the other Pledgors, except:

(1) Excluded Assets;

(2) any properties and assets in which the collateral trustee is required to release its Liens pursuant to the provisions described above under the heading“—Collateral Trust Agreement— Release of Liens on Collateral;” and

(3) any properties and assets that no longer secure the 2016 notes or any Obligations in respect thereof pursuant to the provisions described above underthe heading “—Collateral Trust Agreement— Release of Liens in Respect of 2016 notes,”

“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of February 11, 2005, as cured and reformed by the Confirmation ofReformation of the Collateral Trust Agreement dated as of December 14, 2007, and effective as of February 11, 2005, by and among Builders FirstSource, Inc.,the other Pledgors from time to time party thereto, UBS AG, Stamford Branch, as Administrative Agent under the Credit Agreement, Wilmington TrustCompany, as trustee under the indenture governing the Second Priority Senior Secured Floating Rate Notes due 2012 of Builders FirstSource, Inc., UBS AG,Stamford Branch, as Priority Collateral Trustee, and UBS AG, Stamford Branch, as Parity Collateral Trustee, as the same may hereafter be amended, modified,supplemented, extended, renewed, restated or replaced.

“collateral trustee” means each of Wachovia Bank, National Association, in its capacity as collateral trustee for the benefit of the holders of the Priority LienObligations, and the collateral trustee for the holders of the Parity Lien Obligations, unless the context specifies only one of the foregoing capacities, togetherwith successors in such capacities.

“Common Collateral” means Collateral that secures each Series of Secured Debt of the same Class.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus,without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an AssetSale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision fortaxes was deducted in computing such Consolidated Net Income; plus

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(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computingsuch Consolidated Net Income; plus

(4) all non-recurring gains and losses and all restructuring charges; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period)and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in anyfuture period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such periodto the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its RestrictedSubsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be includedonly to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by thatRestricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not beenobtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule orgovernmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) the fees, costs, and expenses paid or payable during such period in cash by the Company or any of its Subsidiaries in connection with theRecapitalization Transactions will be excluded;

(5) the non-cash interest expense in respect of Attributable Debt related to the deemed sale, transfer or sale-leaseback of the Company’s facility located inPort St. Lucie, Florida, in connection with the construction and subsequent lease of such facility will be excluded; and

(6) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Personor one of its Subsidiaries.

“Credit Agreement” means that certain Loan and Security Agreement, dated December 14, 2007, as amended by Amendment No. 1 dated March 3, 2008,among Builders FirstSource, Inc., the Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, Wachovia Bank, National Association,as Administrative Agent and Collateral Trustee, UBS Securities LLC, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent,and Wachovia Capital Markets, LLC and UBS Securities LLC, as Joint Lead Bookrunners, including any related notes, Guarantees, collateral documents,instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether uponor after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time,whether in one or more agreements.

“Credit Agreement Agent” means, at any time, the Person serving at such time as the “Agent” or “Administrative Agent” under the Credit Agreement or anyother representative then most recently designated in accordance with the applicable provisions of the Credit Agreement, together with its successors in suchcapacity.

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“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, withbanks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or tospecial purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified,renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutionalinvestors) in whole or in part from time to time, whether in one or more agreements.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Discharge of Priority Lien Obligations” means the occurrence of all of the following:

(1) termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt;

(2) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of credit);

(3) discharge, cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amountrequired for release of liens under the terms of the applicable Priority Lien Document) or collateralization with a letter of credit in form andsubstance, and from a financial institution, satisfactory to the respective Priority Lien Representatives (such letter of credit to have a face amountequal to the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release ofLiens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt; and

(4) payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash(other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demandfor payment has been made at such time).

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, ineach case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinkingfund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after thedate on which the 2016 notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because theholders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset salewill not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stockpursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the heading “—Certain Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the 2016 notes Indenture will be the maximumamount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemptionprovisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of theUnited States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“equally and ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, that suchLiens or proceeds:

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(1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for theaccount of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any), reimbursementobligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such lettersof credit) and Hedging Obligations on each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, andthereafter

(2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursementobligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters ofcredit) on all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of SecuredObligations within that Class, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to theaggregate unpaid amount of such remaining Secured Obligations within that Class due and demanded (with written notice to the applicable SecuredDebt Representative and the collateral trustee) prior to the date such distribution is made.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertibleinto, or exchangeable for, Capital Stock).

“Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means each of the following:

(1) any lease, license, contract, property right or agreement to which the Company or any other Pledgor is a party or any of its rights or intereststhereunder if and only for so long as the grant of a Lien under the security documents will constitute or result in a breach, termination or default underany such lease, license, contract, property right or agreement or would result in a violation of applicable law (other than to the extent that any suchterm would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdictionor any other applicable law or principles of equity); provided that such lease, license, contract, property right or agreement will be an Excluded Assetonly to the extent and for so long as the consequences specified above will result and will cease to be an Excluded Asset and will become subject tothe Lien granted under the security documents, immediately and automatically, at such time as such consequences will no longer result;

(2) real property owned by the Company or any other Pledgor that has a Fair Market Value not exceeding $3.0 million, determined on the date of the2016 notes Indenture or the date such property is acquired, as applicable, or any real property subject to an existing mortgage or leased by theCompany or any other Pledgor;

(3) all “securities” of any of the Company’s “affiliates” (as the terms “securities” and “affiliates” are used in Rule 3-16 of Regulation S-X under theSecurities Act);

(4) any other property or asset in which a Lien cannot be perfected by the filing of a financing statement under the Uniform Commercial Code of therelevant jurisdiction, so long as the estimated good faith market value of such property and asset does not exceed $1.0 million individually or$10.0 million in the aggregate for all property and assets excluded under this clause (4);

(5) equipment that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation incurred in accordance with the provisionsunder the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” if the contract orother agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital Lease Obligation)validly prohibits the creation of any other Lien on such equipment;

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(6) Equity Interests of a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District ofColumbia constituting 34% of the total voting power of all outstanding voting stock of such Subsidiary, provided that any such Equity Interestsconstituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956 2(c)(2) shall be treated as voting stock for purposes ofthis paragraph; and

(7) deposit accounts with, in the aggregate, up to $10.0 million in cash and Cash Equivalents.

“Existing Disqualified Stock” means any Disqualified Stock in existence on the date of the 2016 notes Indenture.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on thedate of the 2016 notes Indenture, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessityof either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in the 2016 notes Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for suchperiod to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes,guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings and issuances ofletters of credit) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratiois being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “CalculationDate”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase,redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceedstherefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or anyPerson or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financingtransactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such referenceperiod and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if theyhad occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (andownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownershipinterests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such FixedCharges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time duringsuch four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on theCalculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

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“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, withoutlimitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, theinterest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respectof letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respectof interest rates, excluding the amortization of deferred financing costs; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets ofsuch Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of itsRestricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) orto the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is oneminus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on aconsolidated basis in accordance with GAAP.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the AmericanInstitute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by suchother entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the 2016 notes Indenture.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment ofwhich is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the Company thereof, and shall also include a depository receipt issued by a bank (asdefined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or intereston any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law)such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by thecustodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by suchdepository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in anymanner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any partof any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, totake or pay or to maintain financial statement conditions or otherwise).

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“Guarantors” means each of:

(1) Builders FirstSource—Northeast Group, LLC; Builders FirstSource—Texas GenPar, LLC; Builders FirstSource—MBS, LLC; Builders FirstSource—Texas Group, L.P.; BFS Texas, LLC; Builders FirstSource—South Texas, L.P.; Builders FirstSource—Texas Installed Sales, L.P.; BFS IP, LLC;Builders FirstSource—Intellectual Property, L.P.; Builders FirstSource Holdings, Inc.; Builders FirstSource—Dallas, LLC; Builders FirstSource—Florida, LLC; Builders FirstSource—Florida Design Center, LLC; Builders FirstSource—Ohio Valley, LLC; BFS, LLC; Builders FirstSource—Atlantic Group, LLC; Builders FirstSource—Southeast Group, LLC; CCWP, Inc.; Builders FirstSource—Raleigh, LLC; Builders FirstSource—Colorado Group, LLC; Builders FirstSource—Colorado, LLC; and

(2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of the 2016 notes Indenture, and theirrespective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the2016 notes Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collaragreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,

in each case, in reasonable relation to the business of the Company and the Restricted Subsidiaries, and not for speculative purposes.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $500,000 and whose total revenuesfor the most recent twelve-month period do not exceed $500,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary ifit, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or notcontingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, 2016 notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances and letters of credit;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than twelve months after such property isacquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of thespecified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset ofthe specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by thespecified Person of any Indebtedness of any other Person.

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“insolvency or liquidation proceeding” means:

(1) any case commenced by or against the Company or any other Pledgor under Title 11, U.S. Code or any similar federal or state law for the relief ofdebtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or anyother Pledgor, any receivership or assignment for the benefit of creditors relating to the Company or any other Pledgor or any similar case orproceeding relative to the Company or any other Pledgor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Pledgor, in each casewhether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Pledgor are determined and anypayment or distribution is or may be made on account of such claims.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans(including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employeesmade in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together withall items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary ofthe Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any suchsale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any suchsale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determinedas provided in the final paragraph of the covenant described above under the heading “—Certain Covenants—Restricted Payments.” The acquisition by theCompany or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by theCompany or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person insuch third Person in an amount determined as provided in the final paragraph of the covenant described above under the heading “—Certain Covenants—Restricted Payments.” Except as otherwise provided in the 2016 notes Indenture, the amount of an Investment will be determined at the time the Investment ismade and without giving effect to subsequent changes in value.

“LIBOR Rate” means, for each quarterly period during which any floating rate second priority note is outstanding subsequent to the initial quarterly period, therate determined by the Company (notice of such rate to be sent to the trustee by the Company on the date of determination thereof) equal to the applicableBritish Bankers’ Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial informationservice as of 11:00 a.m. (London time) two business days prior to the first day of such quarterly period; provided that, if no such British Bankers’ AssociationLIBOR rate is available to the Company, the LIBOR Rate for the relevant quarterly period shall instead be the rate at which UBS Securities LLC or one of itsaffiliate banks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of three months at approximately11:00 a.m. (London time) two business days prior to the first day of such quarterly period, in amounts equal to $1.0 million.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether ornot filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof,any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UniformCommercial Code (or equivalent statutes) of any jurisdiction.

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“Lien Sharing and Priority Confirmation” means:

(1) as to any Series of Parity Lien Debt, the written agreement of the holders of such Series of Parity Lien Debt or their representative, as set forth in the2016 notes Indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, for the enforceable benefit of all holders ofeach existing and future Series of Priority Lien Debt, each existing and future Priority Lien Representative and each existing and future holder ofPermitted Prior Liens:

(a) that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Company or any otherPledgor to secure any Obligations in respect of such Series of Parity Lien Debt, upon property constituting Common Collateral for such Seriesof Parity Lien Debt and each existing and future Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the collateraltrustee for the benefit of all holders of Parity Lien Obligations equally and ratably;

(b) that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of the Collateral Trust Agreement,including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens;and

(c) consenting to and directing the collateral trustee to perform its obligations under the Collateral Trust Agreement and the security documents;and

(2) as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt or their representative, as set forth inthe credit agreement or other agreement governing such Series of Priority Lien Debt, for the enforceable benefit of all holders of each existing andfuture Series of Parity Lien Debt, each existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens:

(a) that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Company or anyother Pledgor to secure any Obligations in respect of such Series of Priority Lien Debt, upon property constituting Common Collateral for suchSeries of Priority Lien Debt and each existing and future Series of Priority Lien Debt, and that all Priority Liens with respect to such PriorityLien Debt will be enforceable by the collateral trustee for the benefit of all holders of Priority Lien Obligations;

(b) that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of the Collateral Trust Agreement,including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens;and

(c) consenting to and directing the collateral trustee to perform its obligations under the Collateral Trust Agreement and the security documents.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before anyreduction in respect of preferred stock dividends, excluding, however:

(1) any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with: (a) any Asset Sale; or (b) the dispositionof any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its RestrictedSubsidiaries; and

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(2) any extraordinary gain (loss), together with any related provision for taxes on such extraordinary gain (loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Casualty Event or AssetSale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of thedirect costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocationexpenses incurred as a result of the Asset Sale, any repayment of Indebtedness that was permitted to be secured by the assets sold or lost in such Asset Sale orCasualty Event, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and anytax sharing arrangements, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreementor instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against anUnrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of itsRestricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior toits Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its RestrictedSubsidiaries.

“Note Documents” means the 2016 notes Indenture, the 2016 notes, the Collateral Trust Agreement and the security documents.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under the 2016 notes Indenture and the 2016 notes, executedpursuant to the provisions of the 2016 notes Indenture.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to theextent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicablepost-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding),premium (if any), fees, indemnifications, reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Parity Lien” means a Lien granted by a security document to the collateral trustee, at any time, upon any property of the Company or any other Pledgor tosecure Parity Lien Obligations.

“Parity Lien Debt” means:

(1) the 2016 notes issued on the date of the 2016 notes Indenture;

(2) any Indebtedness issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease, or discharge 2012 notes;and

(3) any other Indebtedness of the Company (including additional notes) that is secured equally and ratably with the 2016 notes by a Parity Lien that waspermitted to be incurred and so secured under each applicable Secured Debt Document; provided that:

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(a) the net proceeds are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire Priority Lien Debt or other Parity Lien Debt;or

(b) on the date of incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the proceeds therefrom,the Secured Leverage Ratio would not be greater than 4.0 to 1.0;

provided, further, in the case of any Indebtedness referred to in clause (3) of this definition:

(a) on or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company, in an officers’certificate delivered to each Parity Lien Representative and the collateral trustee, as “Parity Lien Debt” for the purposes of the 2016 notesIndenture and the collateral trust agreement; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and PriorityLien Debt;

(b) such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation andthe Company delivers an officers’ certificate to each Parity Lien Representative and the collateral trustee confirming same; and

(c) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the collateral trustee’s Liens to securesuch Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of thisclause (c) will be conclusively established if the Company delivers to the collateral trustee an officers’ certificate stating that such requirementsand other provisions have been satisfied and that such Indebtedness is “Parity Lien Debt”).

“Parity Lien Documents” means, collectively, the Note Documents and the indenture, credit agreement or other agreement governing each other Series ofParity Lien Debt and the security documents securing the Parity Lien Obligations).

“Parity Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof.

“Parity Lien Representative” means:

(1) in the case of the 2016 notes, the trustee; or

(2) in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintainsthe transfer register for such Series of Parity Lien Debt and (a) is appointed as a Parity Lien Representative (for purposes related to the administrationof the security documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with itssuccessors in such capacity, and (b) has become a party to the Collateral Trust Agreement by executing a joinder in the form required under theCollateral Trust Agreement.

“Permitted Business” means the distribution, installation and manufacture of building products and the provision of professional installation, turn-key framing,shell construction, design and similar construction-related services associated with such products.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2) any Investment in Cash Equivalents;

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(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into,the Company or a Restricted Subsidiary of the Company that is a Guarantor;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with thecovenant described above under the heading “—Repurchase at the Option of Holders— Asset Sales;”

(5) any acquisition of assets or Equity Interests to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) ofthe Company;

(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course ofbusiness of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon thebankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregateprincipal amount not to exceed $3.0 million at any one time outstanding;

(9) to the extent constituting an Investment, repurchases of the 2016 notes and other Parity Lien Debt;

(10) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person;

(11) payroll, travel and similar advances to cover matters that are expected at the time of the advances ultimately to be treated as expenses for accountingpurposes and than are made in the ordinary course of business;

(12) receivables owing to the Company or any Restricted Subsidiary of the Company if created or acquired in the ordinary course of business and payableor dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms asthe Company or the Restricted Subsidiary deems reasonable under the circumstances;

(13) Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance andsimilar deposits entered into as a result of the operations of the business in the ordinary course of business;

(14) Investments in joint ventures in a Permitted Business having an aggregate Fair Market Value (measured on the date such Investment was made andwithout giving effect to subsequent changes in value) when taken together with all other Permitted Investments made since the date of the 2016 notesIndenture pursuant to this clause (14) that are at the time outstanding not to exceed an amount equal to (a) $25.0 million, minus (b) the aggregateamount of Permitted Investments outstanding pursuant to clause (15) below in excess of $25.0 million; and

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(15) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without givingeffect to subsequent changes in value), when taken together with all other Investments made since the date of the 2016 notes Indenture pursuant tothis clause (15) that are at the time outstanding not to exceed an amount equal to the greater of (a) $25.0 million and (b) 3.0% of Total Assets.

With respect to Permitted Investments made pursuant to clauses (14) and (15) above, the Fair Market Value of any such Permitted Investment made in cash orCash Equivalents shall be deemed to equal the amount of cash, or the principal or notional amount of Cash Equivalents, paid or contributed in respect of suchPermitted Investment.

“Permitted Liens” means:

(1) Liens held by the collateral trustee securing (a) Priority Lien Debt in an aggregate principal amount not exceeding the Priority Lien Cap and (b) allrelated Priority Lien Obligations;

(2) Liens held by the collateral trustee equally and ratably securing the 2016 notes to be issued on the date of the 2016 notes Indenture and all futureParity Lien Debt and other Parity Lien Obligations;

(3) Liens in favor of the Company or the Guarantors;

(4) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of theCompany; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets otherthan those of the Person merged into or consolidated with the Company or the Subsidiary;

(5) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company;provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(6) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred inthe ordinary course of business;

(7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants— Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” covering only the assets acquired with orfinanced by such Indebtedness and replacements thereof and accessions thereto;

(8) Liens existing on the date of the 2016 notes Indenture;

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriateproceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity withGAAP has been made therefor;

(10) Liens imposed by law, such as rights of set-off, carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinarycourse of business;

(11) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone linesand other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness andthat do not in the aggregate materially adversely affect the operation of the business of the Company and its Restricted Subsidiaries, taken as a whole;

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(12) Liens created for the benefit of (or to secure) the 2016 notes (or the Note Guarantees);

(13) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the 2016 notes Indenture; provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which theoriginal Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, ifgreater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, includingpremiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(14) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance,other social security benefits or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retentionamounts and premiums and adjustments thereto);

(15) Liens arising out of judgments, decrees, orders or awards in respect of which adequate reserves have been made in conformity with GAAP, and theCompany shall in good faith be prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated,or if the period within which such appeal or proceedings may be initiated shall not have expired, in each case, to the extent that the amount of suchjudgments or awards do not constitute an Event of Default;

(16) deposits or pledges in connection with bids, leases and contracts (other than contracts for the payment of money) entered into in the ordinary courseof business;

(17) Liens securing or by reason of a receivables facility or other contractual requirements of a receivables facility entered into in accordance with thecovenant described under “—Certain Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock”;

(18) Liens securing Indebtedness entered into in accordance with clause (14) under the heading “—Certain Covenants— Incurrence of Indebtedness andIssuance of Preferred Stock”; and

(19) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed$20.0 million at any one time outstanding.

“Permitted Payments to Sponsor” means, without duplication as to amounts:

(1) payments to any Principal for reimbursement of reasonable accounting, legal and other expenses paid or incurred by such person on behalf of theCompany or in connection with such person’s investment in the Company’s shares when due, in an aggregate amount not to exceed $750,000 perannum; and

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with Building Products, LLC, payments to BuildingProducts, LLC in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“TaxPayments”) and to pay franchise or similar taxes and fees of Building Products, LLC required to maintain its legal existence. The Tax Payments shallnot exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company werefiling a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combinedgroup), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries fromother taxable years and (ii) the net amount of the relevant tax that Building Products, LLC actually owes to the appropriate taxing authority. Any TaxPayments

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received from the Company shall be paid over to the appropriate taxing authority within 60 days of Building Products, LLC’s receipt of such TaxPayments or refunded to the Company.

“Permitted Prior Liens” means, regardless of whether the 2016 notes Indenture is in effect at any time of determination:

(1) Liens described in clauses (1), (4), (5), (6), (7) or (8) of the definition of “Permitted Liens”; and

(2) Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by thesecurity documents.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the netproceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries(other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accretedvalue, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on theIndebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturityequal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased ordischarged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the 2016 notes, suchPermitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the 2016notes on terms at least as favorable to the holders of 2016 notes as those contained in the documentation governing the Indebtedness being renewed,refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded,refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liabilitycompany or government or other entity.

“Pledgors” means the Company, the Guarantors, and any other Person (if any) that provides collateral security for any Secured Debt Obligations.

“Principal” means Building Products, LLC, a Delaware limited liability company, JLL Partners Fund V, L.P., a Delaware limited partnership, Warburg PincusPrivate Equity IX, L.P., a Delaware limited partnership, and their respective Affiliates.

“Priority Lien” means a Lien granted by a security document to the collateral trustee, at any time, upon any property of the Company or any other Pledgor tosecure Priority Lien Obligations.

“Priority Lien Cap” means, as of any date, the principal amount outstanding under the Credit Agreement and/or the Indebtedness outstanding under any otherCredit Facility, in an aggregate principal amount not to exceed the sum of the amount provided by clause (1) of the definition of Permitted Debt, as of suchdate, plus the amount provided by clause (16) of the definition of Permitted Debt, plus the amount of Priority Lien Debt, incurred after the date of the 2016notes Indenture the net proceeds of which are used to repay Parity Lien Debt less the amount of Parity Lien Debt incurred after the date of the 2016 notesIndenture the net proceeds of which are used to repay Priority Lien Debt. For purposes of this definition, all letters of credit will be valued at the face amountthereof, whether or not drawn and all Hedging Obligations will be valued at zero.

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“Priority Lien Debt” means:

(1) Indebtedness of the Company under the Credit Agreement (including, without limitation, revolving loans and letters of credit) that was permitted tobe incurred and secured under each applicable Secured Debt Document (or as to which the lenders under the Credit Agreement obtained an officers’certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Secured DebtDocuments);

(2) Indebtedness of the Company under any other Credit Facility that is secured equally and ratably with the Credit Agreement by a Priority Lien thatwas permitted to be incurred and so secured under each applicable Secured Debt Document; provided, in the case of any Indebtedness referred to inthis clause (2), that:

(a) on or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company, in an officers’certificate delivered to each Priority Lien Representative and the collateral trustee, as “Priority Lien Debt” for the purposes of the Secured DebtDocuments; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(b) such Indebtedness is governed by a credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(c) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the collateral trustee’s Lien to securesuch Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of thisclause (c) will be conclusively established if the Company delivers to the collateral trustee an officers’ certificate stating that such requirementsand other provisions have been satisfied and that such Indebtedness is “Priority Lien Debt”); and

(3) Hedging Obligations of the Company incurred to hedge or manage interest rate risk with respect to any Priority Lien Debt or Parity Lien Debt;provided, that:

(a) such Hedging Obligations are secured by a Priority Lien on all of the assets and properties that secure the Indebtedness in respect of which suchHedging Obligations are incurred;

(b) such Priority Lien is senior to or on a parity with the Priority Liens securing the Indebtedness in respect of which such Hedging Obligations areincurred.

“Priority Lien Documents” means the Credit Agreement and any other Credit Facility pursuant to which any Priority Lien Debt is incurred, the CollateralTrust Agreement and the security documents securing the Priority Lien Obligations.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

“Priority Lien Representative” means (1) the Credit Agreement Agent or (2) in the case of any other Series of Priority Lien Debt, the trustee, agent orrepresentative of the holders of such Series of Priority Lien Debt who maintains the transfer register (if any) for such Series of Priority Lien Debt and isappointed as a representative of the Priority Lien Debt (for purposes related to the administration of the security documents) pursuant to the credit agreement orother agreement governing such Series of Priority Lien Debt.

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“Recapitalization Transactions” means, collectively, (1) the offer of the Company to the holders of transferable subscription rights distributed to stockholdersof record as of the close of business on December 14, 2009, to subscribe for and purchase, at the subscription price of $3.50 per share, up to an aggregate of58,571,428 shares of the common stock, par value $0.01 per share, of the Company (the “Rights Offering”), together with the transactions contemplated bythat certain Investment Agreement, dated as of October 23, 2009, as amended, by and among the Company, JLL Partners Fund V, L.P., and Warburg PincusPrivate Equity IX, L.P., and (2) the offer of the Company to exchange, at par, in transactions exempt from registration under the Securities Act of 1933, asamended, outstanding 2012 notes for (i) up to $145.0 million aggregate principal amount of newly-issued 2016 notes, (ii) up to $130.0 million in cash from theproceeds of the Rights Offering, or (iii) a combination of cash and 2016 notes, and, (iv) to the extent the Rights Offering is not fully subscribed, shares of thecommon stock of the Company, together with the transactions contemplated by that certain Support Agreement, dated as of October 23, 2009, as amended, byand among the Company and certain holders of outstanding 2012 notes.

“Related Party” means:

(1) any controlling stockholder, partner, or member, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of anyPrincipal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Personsbeneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in theimmediately preceding clause (1).

“Required Parity Lien Debtholders” means, at any time, the holders of more than 50% of the sum of:

(1) the aggregate outstanding principal amount of Parity Lien Debt (including outstanding letters of credit whether or not then available or drawn); and

(2) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constituteParity Lien Debt.

For purposes of this definition, (a) Parity Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will bedeemed not to be outstanding, and (b) votes will be determined in accordance with the provisions described above under the heading “—Collateral TrustAgreement— Voting.”

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group.

“Sale of Collateral” means any Asset Sale involving a sale or other disposition of Collateral.

“Secured Debt” means Parity Lien Debt and Priority Lien Debt.

“Secured Debt Documents” means the Parity Lien Documents and the Priority Lien Documents.

“Secured Debt Representative” means each Parity Lien Representative and each Priority Lien Representative.

“Secured Leverage Ratio” means, on any date, the ratio of:

(1) the aggregate principal amount of Secured Debt outstanding on such date plus all Indebtedness of Restricted Subsidiaries of the Company that are notGuarantors outstanding on such date (and, for this purpose, letters of credit will be deemed to have a principal amount equal to the face amountthereof, whether or not drawn), to:

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(2) the aggregate amount of the Company’s Consolidated Cash Flow for the most recent four full fiscal quarter period for which financial information isavailable.

In addition, for purposes of calculating the Secured Leverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations oracquisitions of assets, or any Person or any of its Restricted Subsidiaries acquired by merger, consolidation or the acquisition of all or substantially allof its assets by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases inownership of Restricted Subsidiaries, during such four-quarter reference period or subsequent to such reference period and on or prior to the date onwhich the event for which the calculation of the Secured Leverage Ratio is made (the “Leverage Calculation Date”) will be given pro forma effect inaccordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of such four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (andownership interests therein) disposed of prior to the Leverage Calculation Date will be excluded;

(3) any Person that is a Restricted Subsidiary on the Leverage Calculation Date will be deemed to have been a Restricted Subsidiary at all times duringsuch four-quarter period; and

(4) any Person that is not a Restricted Subsidiary on the Leverage Calculation Date will be deemed not to have been a Restricted Subsidiary at any timeduring such four-quarter period.

“Secured Obligations” means Parity Lien Obligations and Priority Lien Obligations.

“security documents” means each Lien Sharing and Priority Confirmation, and all security agreements, pledge agreements, collateral assignments, mortgages,deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any otherPledgor creating (or purporting to create) a Lien upon Collateral in favor of the collateral trustee, for the benefit of the holders of the Parity Lien Obligations orthe Priority Lien Obligations, as applicable, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, inaccordance with its terms and the provisions described above under the heading “—Collateral Trust Agreement— Amendment of Security Documents.”

“Series of Parity Lien Debt” means, severally, the 2016 notes and each other issue or series of Parity Lien Debt for which a single transfer register ismaintained.

“Series of Priority Lien Debt” means, severally, the Indebtedness (including, without limitation, revolving loans and letters of credit) outstanding under theCredit Agreement and any other Credit Facility that constitutes Priority Lien Debt.

“Series of Secured Debt” means each Series of Parity Lien Debt and each Series of Priority Lien Debt.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgatedpursuant to the Securities Act, as such Regulation is in effect on the date of the 2016 notes Indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest orprincipal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the 2016 notes Indenture, if such Indebtedness was inexistence on the date of the 2016 notes Indenture, or if incurred subsequent to the date of the 2016 notes Indenture, in accordance with its terms, and will notinclude any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (withoutregard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfersvoting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned orcontrolled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the onlygeneral partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheet ofthe Company and its Restricted Subsidiaries.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constantmaturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two businessdays prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equalto the period from the redemption date to February 15, 2016; provided, however, that if the period from the redemption date to February 15, 2016, is less thanone year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiarypursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by the covenant described above under the heading “—Certain Covenants— Transactions with Affiliates,” is not party to anyagreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any suchagreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might beobtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe foradditional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels ofoperating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its RestrictedSubsidiaries.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board ofDirectors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other requiredpayments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

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(2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownershipinterests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiariesof such Person.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material terms of our capital stock. You are strongly encouraged, however, to read our amended and restated certificateof incorporation, amended and restated bylaws, and other agreements, copies of which are available from us upon request or may be found in the “Investor”section of our website at www.bldr.com under the heading “Governance.” The information on our website is not, and should not be, considered part of thisprospectus, is not incorporated by reference into this document, and should not be relied upon in connection with making any investment decision with respectto our common stock.

General Matters

Our amended and restated certificate of incorporation provides that we are authorized to issue 200,000,000 shares of common stock, par value $0.01 pershare, and 10,000,000 shares of undesignated preferred stock, par value $0.01 per share.

As of December 29, 2009, we had outstanding 36,347,490 shares of common stock (including 61,098 shares of restricted common stock) held byapproximately 100 stockholders of record. As of December 29, 2009, we had outstanding options (including vested and unvested options) to purchase2,283,561 shares of our common stock.

Common Stock

Shares of our common stock have the following rights, preferences, and privileges:

• Voting rights. Each outstanding share of common stock entitles its holder to one vote on all matters submitted to a vote of our stockholders, includingthe election of directors. There are no cumulative voting rights. Generally, all matters to be voted on by stockholders must be approved by a majorityof the votes entitled to be cast by all shares of common stock present or represented by proxy.

• Dividends. Holders of common stock are entitled to receive dividends as, when, and if dividends are declared by our board of directors out of assetsor funds legally available for the payment of dividends.

• Liquidation. In the event of a liquidation, dissolution, or winding up of our affairs, whether voluntary or involuntary, after payment of our liabilitiesand obligations to creditors, our remaining assets will be distributed ratably among the holders of shares of common stock on a per share basis.

• Rights and preferences. Our common stock has no preemptive, redemption, conversion, or subscription rights. The rights, powers, preferences, andprivileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series ofpreferred stock that we may designate and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation provides that the board of directors has the authority, without action by the stockholders, to designateand issue up to 10,000,000 shares of preferred stock in one or more classes or series and to fix for each class or series the powers, rights, preferences, andprivileges of each series of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and thenumber of shares constituting any class or series, which may be greater than the rights of the holders of the common stock. There will be no shares of preferredstock outstanding immediately after the closing of the Recapitalization Transactions. Any issuance of shares of preferred stock could adversely affect thevoting power of holders of common stock. The likelihood that the holders will receive dividend payments and payments upon liquidation could have the effectof delaying, deferring, or preventing a change in control. We have no present plans to issue any shares of preferred stock.

Registration Rights

Pursuant to the Investment Agreement, dated as of October 23, 2009, as amended, by and among the Company, JLL, and Warburg Pincus, we have agreedthat, at the closing of the Recapitalization Transactions, we will enter into a registration rights agreement with each of JLL and Warburg Pincus with respect tothe shares of common stock owned by them and their affiliates. The agreement will provide that, upon the request of JLL or Warburg Pincus, we will registerunder the Securities Act of 1933, as amended, the shares of our common stock held by JLL or Warburg Pincus (or any of their affiliates), as applicable, for salein accordance with its intended method of disposition, and will take other

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actions as are necessary to permit the sale of the shares in various jurisdictions. In addition, if we register any of our equity securities either for our ownaccount or for the account of other security holders, JLL and Warburg Pincus will be entitled to notice of the registration and may include their shares in theregistration, subject to certain customary underwriters’ “cut-back” provisions. All fees, costs, and expenses of underwritten registrations will be borne by us,other than underwriting discounts and selling commissions, which will be borne by each stockholder selling its shares. Our obligation to register the shares andtake other actions is subject to certain restrictions on, among other things, the frequency of requested registrations, the number of shares to be registered, andthe duration of these rights. In connection with the closing of the Recapitalization Transactions and the execution of the registration rights agreement with JLLand Warburg Pincus, we will terminate our second amended and restated stockholders agreement, dated as of June 2, 2005, among Building Products, LLC andsome of our executive officers.

Pursuant to the Support Agreement, we have agreed to file the registration statement of which this prospectus forms a part with the SEC and to cause thisregistration statement to become effective in accordance with the requirements of the Securities Act prior to the closing of the debt exchange in order toregister offers and sales of 2016 notes and shares of our common stock received by the Selling Securityholders in the debt exchange and to maintain theeffectiveness of such resale registration statement for 180 days following the closing of the debt exchange.

Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that are intended to enhance the likelihood ofcontinuity and stability in the composition of the board of directors and that may have the effect of delaying, deferring, or preventing a future takeover orchange in control of our company unless the takeover or change in control is approved by our board of directors. These provisions include the following:

Staggered Board of Directors. Our amended and restated certificate of incorporation and bylaws provide for a staggered board of directors, divided intothree classes, with our stockholders electing one class each year. Between stockholders’ meetings, the board of directors will be able to appoint new directorsto fill vacancies or newly created directorships so that no more than the number of directors in any given class could be replaced each year and it would takethree successive annual meetings to replace all directors.

Elimination of stockholder action through written consent. Our amended and restated certificate of incorporation and bylaws provide that stockholder actioncan be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.

Elimination of the ability to call special meetings. Our amended and restated certificate of incorporation and bylaws provide that, except as otherwiserequired by law, special meetings of our stockholders can only be called pursuant to a resolution adopted by a majority of our board of directors, a committeeof the board of directors that has been duly designated by the board of directors and whose powers and authority include the power to call such meetings, or byour chief executive officer or the chairman of our board of directors. Stockholders are not permitted to call a special meeting or to require our board to call aspecial meeting.

Advance notice procedures for stockholder proposals. Our amended and restated bylaws establish an advance notice procedure for stockholder proposals tobe brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board. Stockholders at our annualmeeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board or by astockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our secretarytimely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting.

Removal of Directors; Board of Directors Vacancies. Our amended and restated certificate of incorporation and bylaws provide that members of our boardof directors may not be removed without cause. Our bylaws further provide that only our board of directors may fill vacant directorships, except in limitedcircumstances. These provisions would prevent a stockholder from gaining control of our board of directors by removing incumbent directors and filling theresulting vacancies with such stockholder’s own nominees.

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Amendment of certificate of incorporation and bylaws. The General Corporation Law of the State of Delaware (the “DGCL”) provides generally that theaffirmative vote of a majority of the outstanding shares entitled to vote is required to amend or repeal a corporation’s certificate of incorporation or bylaws,unless the certificate of incorporation requires a greater percentage. Our amended and restated certificate of incorporation generally requires the approval of theholders of at least two-thirds of the voting power of the issued and outstanding shares of our capital stock entitled to vote in connection with the election ofdirectors to amend any provisions of our certificate of incorporation described in this section. Our amended and restated bylaws provide that a majority of ourboard of directors or, in most cases, the holders of at least a majority of the voting power of the issued and outstanding shares of our capital stock entitled tovote thereon have the power to amend or repeal our bylaws, except that the affirmative vote of holders of at least two-thirds of the voting power of the issuedand outstanding shares of our capital stock entitled to vote thereon shall be required to amend or repeal certain provisions of our bylaws. In addition, ouramended and restated certificate of incorporation grants our board of directors the authority to amend and repeal our bylaws without a stockholder vote in anymanner not inconsistent with the laws of the State of Delaware or our certificate of incorporation.

The foregoing provisions of our amended and restated certificate of incorporation and amended and restated bylaws could discourage potential acquisitionproposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the compositionof our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual orthreatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intendedto discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offersfor our shares, and, as a consequence, they also may inhibit fluctuations in the market price of the common stock that could result from actual or rumoredtakeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that mightbenefit you or other minority stockholders.

Limitations on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and amended and restated bylaws provide indemnification for our directors and officers to the fullestextent permitted by the DGCL. We have entered into indemnification agreements with each of our directors that are, in some cases, broader than the specificindemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our amended and restated certificate of incorporationincludes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director.The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director forbreach of fiduciary duties as a director, except that a director will be personally liable for:

• any breach of his or her duty of loyalty to us or our stockholders;

• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• any transaction from which the director derived an improper personal benefit; or

• improper distributions to stockholders.

These provisions may not be held to be enforceable for violations of the federal securities laws of the United States.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is BNY Mellon Shareowner Services, and its telephone number is 877-219-7020.

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PLAN OF DISTRIBUTION

The Selling Securityholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities offeredhereby on any stock exchange, market, or trading facility (including, without limitation, the Nasdaq Global Select Market and the over-the-counter market) onwhich the securities are traded or in private transactions, subject to applicable law. These sales may be public or private at prices prevailing in such market,fixed prices, or prices negotiated at the time of sale. The securities may be sold by the Selling Securityholders directly to one or more purchasers, throughagents designated from time to time, or to or through broker-dealers designated from time to time. In the event the securities are publicly offered throughbroker-dealers or agents, the Selling Securityholders may enter into agreements with respect thereto. The Selling Securityholders may, subject to applicablelaw, also use any one or more of the following methods when selling the securities offered hereby:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principalto facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales;

• sales by broker-dealers of a specified number of such securities at a stipulated price per share;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Securityholders may also sell the securities offered hereby under Rule 144 under the Securities Act of 1933, as amended, if available, ratherthan under this prospectus. Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealersmay receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)in amounts to be negotiated. The Selling Securityholders do not expect these commissions and discounts to exceed what is customary in the types oftransactions involved.

The Selling Securityholders may from time to time pledge or grant a security interest in some or all of the securities offered hereby owned by them and, ifthey default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities offered hereby from time to timeunder this Prospectus, or under an amendment to this Prospectus, amending the list of Selling Securityholders to include the pledgee, transferee or othersuccessors in interest as Selling Securityholders under this prospectus.

The Selling Securityholders also may transfer the securities offered hereby in other circumstances, in which case the transferees, pledges, or othersuccessors in interest will be the selling beneficial owners for purposes of this prospectus. The Selling Securityholders and the broker-dealers or agents thatparticipate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Insuch event, any discounts and any commissions received by such broker-dealers or agents and any profit on the sale of such securities purchased by them andany discounts or commissions might be deemed to be underwriting discounts or commissions under the Securities Act. Any such broker-dealers and agentsmay engage in transactions with, and perform services for, us. At the time a particular offer of the securities offered hereby is made by the SellingSecurityholders, to the extent required, a prospectus will be distributed which will set forth the aggregate amount of securities being offered and the terms ofthe offering, including the public offering price thereof, the name or names of any broker-dealers or agents, and any discounts, commissions and other itemsconstituting compensation from, and the resulting net proceeds to, the Selling Securityholders.

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In order to comply with the securities laws of certain states, sales of securities offered hereby to the public in such states may be made only through broker-dealers who are registered or licensed in such states. Sales of securities offered hereby must also be made by the Selling Securityholders in compliance withother applicable state securities laws and regulations. We are required to pay all fees and expenses incident to the registration of the securities; provided, thatthe Selling Securityholders are required, severally and not jointly, to pay all underwriting fees and discounts, selling commissions, brokerage fees, and stocktransfer taxes applicable to securities sold by such Selling Securityholders hereby. We have agreed to indemnify the Selling Securityholders against certainlosses, claims, damages, and liabilities, including liabilities under the Securities Act.

The Selling Securityholders have represented to us that they have not taken, and do not presently plan to take, directly or indirectly, any action designed toor which might reasonably be expected to cause, or result in, or which had constituted, under the Securities Exchange Act of 1934, as amended, thestabilization or manipulation of the price of any of our securities to facilitate the sale or resale of the securities offered hereby. In general, Rule 102 underRegulation M prohibits any person connected with a distribution of securities from directly or indirectly bidding for, or purchasing for any account in which heor she has a beneficial interest, any such securities or any right to purchase such securities for a period of one business day before and after completion of his orher participation in the distribution. During the this period, Rule 104 under Regulation M prohibits the Selling Securityholders or any other person engaged inthe distribution from engaging in any stabilizing bid or purchasing of our common stock. No such person may effect any stabilizing transaction to facilitate anyoffering at the market. Inasmuch as the Selling Securityholders will be reoffering or reselling our common stock at the market, Rule 104 prohibits them fromeffecting any stabilizing transaction in contravention of Rule 104 with respect to our common stock.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordancewith these requirements, we are required to file periodic reports and other information with the United States Securities and Exchange Commission (the“SEC”). The reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC asdescribed below.

You may copy and inspect any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference rooms. The SEC also maintains an internet websiteat http://www.sec.gov that contains our filed reports, proxy and information statements, and other information that we file electronically with the SEC.Additionally, we make these filings available, free of charge, on our website at www.bldr.com as soon as reasonably practicable after we electronically file suchmaterials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of thisprospectus, is not incorporated by reference into this document, and should not be relied upon in connection with making any investment decision with respectto our common stock.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We disclose important information to you by referring you to documents that we have previously filed with the SEC or documents that we will file with theSEC in the future. The information incorporated by reference is considered to be part of this prospectus. Information in documents that we file later with theSEC will automatically update and supersede information in this prospectus. We incorporate by reference into this prospectus the documents listed below, andany future filings made by us with the SEC under Section 13(a), 13(c), 14, or 15(d) or the Exchange Act until we close this offering, including all filings madeafter the date of the initial registration statement and prior to the effectiveness of the registration statement. We hereby incorporate by reference the followingdocuments; provided, however, that we are not incorporating any information contained in any Current Report on Form 8-K that is furnished but not filed withthe SEC:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC on March 2, 2009;

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• Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009, June 30, 2009, and September 30, 2009, filed with the SEC onApril 29, 2009, July 31, 2009, and October 28, 2009, respectively;

• Our Current Reports on Form 8-K filed with the SEC on September 1, 2009, October 23, 2009, October 30, 2009, November 9, 2009, November 23,2009, as amended December 9, 2009, December 3, 2009, and December 24, 2009; and

• The description of the Company’s capital stock contained in its Registration Statement on Form 8-A (File No. 000-51357) filed with the SEC onJune 14, 2005.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus is modified or superseded for purposes ofthe prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to beincorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded does not, except as so modified orsuperseded, constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy ofany or all of the foregoing documents incorporated herein by reference (other than exhibits unless such exhibits are specifically incorporated by reference insuch documents). Requests for such documents should be made to us at the following address or telephone number:

Builders FirstSource, Inc.2001 Bryan Street, Suite 1600

Dallas, Texas 75201(214) 880-3500

Attention: Corporate Secretary

LEGAL MATTERS

The validity of the 2016 notes and shares of common stock being offered by this prospectus will be passed upon for us by Alston & Bird LLP, Atlanta,Georgia.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to Builders FirstSource, Inc.’s Current Report on Form 8-K datedOctober 30, 2009 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report onInternal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Builders FirstSource, Inc. for theyear ended December 31, 2008 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered publicaccounting firm, given on the authority of said firm as experts in auditing and accounting.

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BUILDERS FIRSTSOURCE, INC.

11,259,429 Shares of Common Stock

$143,735,000 Aggregate Principal Amount of Second Priority SeniorSecured Floating Rate Notes Due 2016

PROSPECTUS

, 2010

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PART IIINFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses relating to the registration of the securities registered hereby will be borne by the registrant. Such expenses are estimated to be as follows: Securities and Exchange Commission Registration Fee $ 13,058.10 Printing Costs 25,000.00 Accounting Fees and Expenses 3,000.00 Legal Fees 150,000.00 Total $191,058.10

Item 15. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in summary, that directors and officers of Delaware corporations areentitled, under certain circumstances, to be indemnified against all expenses and liabilities (including attorneys’ fees) incurred by them as a result of suitsbrought against them in their capacity as directors or officers if they acted in good faith and in a manner they reasonably believed to be in or not opposed to thecompany’s best interests and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful;provided that no indemnification may be made against expenses in respect of any claim, issue, or matter as to which they shall have been adjudged to be liableto us, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication ofliability but in view of all the circumstances of the case, they are fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.Any such indemnification may be made by us only as authorized in each specific case upon a determination by the stockholders, disinterested directors, orindependent legal counsel that indemnification is proper because the indemnitee has met the applicable standard of conduct.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personallyliable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability for any breach of the director’sduty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation oflaw, for unlawful payments of dividends, or unlawful stock repurchases, redemptions, or other distributions, or for any transaction from which the directorderived an improper personal benefit.

The company’s amended and restated certificate of incorporation and amended and restated bylaws provide that the company shall indemnify its directorsand officers to the fullest extent permitted by law and that no director shall be liable for monetary damages to the company or its stockholders for any breach offiduciary duty, except to the extent provided by applicable law. The company has entered into indemnification agreements with its directors. Theindemnification agreements provide indemnification to the company’s directors under certain circumstances for acts or omissions that may not be covered bydirectors’ and officers’ liability insurance and may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. Thecompany currently maintains liability insurance for its directors and officers.

Item 16. List of Exhibits.

The Exhibits to this registration statement are listed in the Index to Exhibits.

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Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offeredwould not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may bereflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and pricerepresent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table inthe effective registration statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any materialchange to such information in the registration statement;

provided however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this Section do not apply if the registration statement is on Form S-3 or Form F-3and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to theCommission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in theregistration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fideoffering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of theoffering.

(4) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying onRule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of thedate it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registrationstatement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of theregistration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made inthe registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of firstuse.

(5) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of theregistrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of anemployee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in theregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim forindemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling personof the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection withthe securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to acourt of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed bythe final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, inthe City of Dallas, State of Texas, on December 31, 2009. BUILDERS FIRSTSOURCE, INC.

By: /s/ Floyd F. Sherman Name: Floyd F. Sherman Title: President and Chief Executive Officer

POWER OF ATTORNEY

The undersigned directors and officers of Builders FirstSource, Inc. hereby constitute and appoint Donald F. McAleenan and M. Chad Crow with full powerto act and with full power of substitution and resubstitution, our true and lawful attorney-in-facts and agents with full power to execute in our name and behalfin the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and tofile the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant to this RegistrationStatement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commission and hereby ratifyand confirm all that such attorneys-in-fact or his substitute shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on thedates indicated: Signature Title Date /s/ Floyd F. Sherman

Floyd F. Sherman President, Chief Executive Officer, and Director(principal executive officer)

December 31, 2009

/s/ M. Chad Crow

M. Chad Crow

Senior Vice President and Chief Financial Officer(principal financial officer and principal accountingofficer)

December 31, 2009

/s/ Paul S. Levy Chairman and Director December 31, 2009

Paul S. Levy Director December 31, 2009/s/ David A. Barr

David A. Barr

Director December 31, 2009/s/ Cleveland A. Christophe

Cleveland A. Christophe

Director December 31, 2009/s/ Ramsey A. Frank

Ramsey A. Frank

Director December 31, 2009/s/ Michael Graff

Michael Graff

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Signature Title Date Director December 31, 2009/s/ Robert C. Griffin

Robert C. Griffin

Director December 31, 2009/s/ Kevin J. Kruse

Kevin J. Kruse

/s/ Brett N. Milgrim Director December 31, 2009

Brett N. Milgrim Director December 31, 2009/s/ Craig A. Steinke

Craig A. Steinke

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, inthe City of Dallas, State of Texas, on December 31, 2009.

BFS, LLCBFS IP, LLCBFS Texas, LLCBuilders FirstSource Holdings, Inc.Builders FirstSource—Atlantic Group, LLCBuilders FirstSource—Colorado Group, LLCBuilders FirstSource—Colorado, LLCBuilders FirstSource—Dallas, LLCBuilders FirstSource—Florida Design Center, LLCBuilders FirstSource—Florida, LLCBuilders FirstSource—Intellectual Property, L.P.Builders FirstSource—MBS, LLCBuilders FirstSource—Northeast Group, LLCBuilders FirstSource—Ohio Valley, LLCBuilders FirstSource—Raleigh, LLCBuilders FirstSource—South Texas, L.P.Builders FirstSource—Southeast Group, LLCBuilders FirstSource—Texas GenPar, LLCBuilders FirstSource—Texas Group, L.P.Builders FirstSource—Texas Installed Sales, L.P.CCWP, Inc.

By: /s/ Floyd F. Sherman Name: Floyd F. Sherman Title: Chief Executive Officer

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POWER OF ATTORNEY

The undersigned officers, directors and managers of the co-registrants listed above hereby constitute and appoint Donald F. McAleenan and M. Chad Crowwith full power to act and with full power of substitution and resubstitution, our true and lawful attorney-in-facts and agents with full power to execute in ourname and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this RegistrationStatement and to file the same, with all exhibits and other documents relating thereto and any registration statement relating to any offering made pursuant tothis Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act with the Securities and Exchange Commissionand hereby ratify and confirm all that such attorneys-in-fact or his substitute shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on thedates indicated: Signature Title Date /s/ Floyd F. Sherman

Floyd F. Sherman Chief Executive Officer, Director and Manager(principal executive officer)

December 31, 2009

/s/ M. Chad Crow

M. Chad Crow

Senior Vice President, Chief Financial Officer,Director and Manager (principal financial officerand principal accounting officer)

December 31, 2009

/s/ Donald F. McAleenan

Donald F. McAleenan Senior Vice President, Secretary, Director andManager

December 31, 2009

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EXHIBIT INDEX Exhibit Description4.1

Articles Fourth, Fifth, Seventh, Eighth and Twelfth of the Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc.(incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Registration Statement of the Company on Form S-1, filed with theSecurities and Exchange Commission on June 6, 2005, File Number 333-122788)

4.2

Articles II, III, V, VII, VIII and IX of the Amended and Restated By-Laws of Builders FirstSource, Inc. (incorporated by reference toExhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 5, 2007, FileNumber 0-51357)

4.3

Form of Specimen Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registration Statement of theCompany on Form S-1, filed with the Securities and Exchange Commission on April 27, 2005, File Number 333-122788)

4.4

Second Amended and Restated Stockholders Agreement, dated as of June 2, 2005, among JLL Building Products, LLC, BuildersFirstSource, Inc., Floyd F. Sherman, Charles L. Horn, Kevin P. O’Meara, and Donald F. McAleenan (incorporated by reference toExhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, filed with the Securities and ExchangeCommission on August 4, 2005, File Number 0-51357)

4.5* Form of Indenture, among Builders FirstSource, Inc., the Subsidiary Guarantors thereto, and Wilmington Trust Company, as Trustee. 4.6* Form of 2016 Note (included as part of Exhibit 4.5). 4.7* Form of Guarantee (included as part of Exhibit 4.5). 4.8

Collateral Trust Agreement, dated as of February 11, 2005, among Builders FirstSource, Inc., the other Pledgors from time to time partyhereto, UBS AG, Stamford Branch, as Administrative Agent under the Credit Agreement, Wilmington Trust Company, as Trustee underthe Indenture, UBS AG, Stamford Branch, as Priority Collateral Trustee, and UBS AG, Stamford Branch, as Parity Collateral Trustee(incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Registration Statement of the Company on Form S-1, filed with theSecurities and Exchange Commission on April 27, 2005, File Number 333-122788)

4.9

Confirmation of Reformation of Collateral Trust Agreement, dated as of December 14, 2007, among Builders FirstSource, Inc., the otherPledgors listed on the signature pages thereof, UBS AG, Stamford Branch, as Administrative Agent under the Credit Agreement,Wilmington Trust Company, as Trustee under the Indenture, UBS AG, Stamford Branch, as Priority Collateral Trustee, and UBS AG,Stamford Branch, as Parity Collateral Trustee (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-Kfor the year ended December 31, 2007, filed with the Securities and Exchange Commission on March 5, 2008, File Number 0-51357)

5.1* Opinion of Alston & Bird LLP. 12.1* Ratio of Earnings to Fixed Charges. 23.1* Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 23.2* Consent of Alston & Bird LLP (included as part of Exhibit 5.1). 24.1* Powers of Attorney (included on the signature page to this Registration Statement). 25.1* T-1 Statement of Eligibility of Wilmington Trust Company.

* Filed herewith.

Exhibit 4.5

BUILDERS FIRSTSOURCE, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

SECOND PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2016

INDENTURE

Dated as of [ ], 2010

Wilmington Trust Company

Trustee

CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section310(a)(1) 7.10

(a)(2) 7.10(a)(3) N.A.(a)(4) N.A.(a)(5) 7.10(b) 7.10(c) N.A.

311(a) 7.11(b) 7.11(c) N.A.

312(a) 2.05(b) 13.03(c) 13.03

313(a) 7.06(b)(1) 10.04(b)(2) 7.06; 7.07(c) 7.06;13.02(d) 7.06

314(a) 4.03;13.02; 13.05(b) N.A.(c)(1) 13.04(c)(2) 13.04(c)(3) N.A.(d) 10.04(e) 13.05(f) N.A.

315(a) 7.01(b) 7.05; 13.02(c) 7.01(d) 7.01(e) 6.11

316(a) (last sentence) 2.09(a)(1)(A) 6.05(a)(1)(B) 6.04(a)(2) N.A.(b) 6.07(c) 2.12

317(a)(1) 6.08(a)(2) 6.09(b) 2.04

318(a) 13.01(b) N.A.(c) 13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS Page

ARTICLE 1DEFINITIONS AND INCORPORATION

BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 28 Section 1.03 Incorporation by Reference of Trust Indenture Act 29 Section 1.04 Rules of Construction 29

ARTICLE 2THE NOTES

Section 2.01 Form and Dating 30 Section 2.02 Execution and Authentication 30 Section 2.03 Registrar and Paying Agent 31 Section 2.04 Paying Agent to Hold Money in Trust 31 Section 2.05 Holder Lists 31 Section 2.06 Transfer and Exchange 31 Section 2.07 Replacement Notes 41 Section 2.08 Outstanding Notes 41 Section 2.09 Treasury Notes 41 Section 2.10 Temporary Notes 42 Section 2.11 Cancellation 42 Section 2.12 Defaulted Interest 42

ARTICLE 3REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee 42 Section 3.02 Selection of Notes to Be Redeemed or Purchased 43 Section 3.03 Notice of Redemption 43 Section 3.04 Effect of Notice of Redemption 44 Section 3.05 Deposit of Redemption or Purchase Price 44 Section 3.06 Notes Redeemed or Purchased in Part 44 Section 3.07 Optional Redemption 45 Section 3.08 Mandatory Redemption 45 Section 3.09 Offer to Purchase by Application of Excess Proceeds 45

ARTICLE 4COVENANTS

Section 4.01 Payment of Notes 47 Section 4.02 Maintenance of Office or Agency 47 Section 4.03 Reports 48 Section 4.04 Compliance Certificate 48 Section 4.05 Taxes 49 Section 4.06 Stay, Extension and Usury Laws 49 Section 4.07 Restricted Payments 49 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries 52 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock 53

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Page Section 4.10 Asset Sales 57 Section 4.11 Transactions with Affiliates 58 Section 4.12 Liens 59 Section 4.13 Business Activities 59 Section 4.14 Corporate Existence 60 Section 4.15 Offer to Repurchase Upon Change of Control 60 Section 4.16 Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries 61 Section 4.17 Limitation on Issuances of Guarantees of Indebtedness 62 Section 4.18 Payments for Consent 62 Section 4.19 Additional Note Guarantees 63 Section 4.20 Designation of Restricted and Unrestricted Subsidiaries 63

ARTICLE 5SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets 63 Section 5.02 Successor Corporation Substituted 64

ARTICLE 6DEFAULTS AND REMEDIES

Section 6.01 Events of Default 65 Section 6.02 Acceleration 67 Section 6.03 Other Remedies 67 Section 6.04 Waiver of Past Defaults 67 Section 6.05 Control by Majority 67 Section 6.06 Limitation on Suits 68 Section 6.07 Rights of Holders of Notes to Receive Payment 68 Section 6.08 Collection Suit by Trustee 68 Section 6.09 Trustee May File Proofs of Claim 68 Section 6.10 Priorities 69 Section 6.11 Undertaking for Costs 69

ARTICLE 7TRUSTEE AND COLLATERAL TRUSTEE

Section 7.01 Duties of Trustee 69 Section 7.02 Rights of Trustee 71 Section 7.03 Individual Rights of Trustee 71 Section 7.04 Trustee’s Disclaimer 71 Section 7.05 Notice of Defaults 71 Section 7.06 Reports by Trustee to Holders of the Notes 72 Section 7.07 Compensation and Indemnity 72 Section 7.08 Replacement of Trustee 73 Section 7.09 Successor Trustee by Merger, etc 74 Section 7.10 Eligibility; Disqualification 74 Section 7.11 Preferential Collection of Claims Against Company 74 Section 7.12 Appointment 74

ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 74 Section 8.02 Legal Defeasance and Discharge 74

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Page Section 8.03 Covenant Defeasance 75 Section 8.04 Conditions to Legal or Covenant Defeasance 75 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions 77 Section 8.06 Repayment to Company 77 Section 8.07 Reinstatement 77

ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes 78 Section 9.02 With Consent of Holders of Notes 79 Section 9.03 Compliance with Trust Indenture Act 80 Section 9.04 Revocation and Effect of Consents 80 Section 9.05 Notation on or Exchange of Notes 80 Section 9.06 Trustee to Sign Amendments, etc. 81

ARTICLE 10COLLATERAL AND SECURITY

Section 10.01 Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt 81 Section 10.02 Ranking of Parity Liens 81 Section 10.03 Relative Rights 82 Section 10.04 Compliance with Trust Indenture Act 82 Section 10.05 Further Assurances; Insurance 83 Section 10.06 Release of Liens in Respect of Notes 83

ARTICLE 11NOTE GUARANTEES

Section 11.01 Guarantee 84 Section 11.02 Limitation on Guarantor Liability 85 Section 11.03 Execution and Delivery of Note Guarantee 85 Section 11.04 Guarantors May Consolidate, etc., on Certain Terms 85 Section 11.05 Releases 86

ARTICLE 12SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge 87 Section 12.02 Application of Trust Money 88

ARTICLE 13MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls 88 Section 13.02 Notices 88 Section 13.03 Communication by Holders of Notes with Other Holders of Notes 89 Section 13.04 Certificate and Opinion as to Conditions Precedent 90 Section 13.05 Statements Required in Certificate or Opinion 90 Section 13.06 Rules by Trustee and Agents 90 Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders 90 Section 13.08 Governing Law 91 Section 13.09 No Adverse Interpretation of Other Agreements 91 Section 13.10 Successors 91 Section 13.11 Severability 91

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Page Section 13.12 Counterpart Originals 91 Section 13.13 Table of Contents, Headings, etc. 91

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EXHIBITS Exhibit A FORM OF NOTEExhibit B FORM OF CERTIFICATE OF TRANSFERExhibit C FORM OF CERTIFICATE OF EXCHANGEExhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTORExhibit E FORM OF NOTATION OF GUARANTEEExhibit F FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of [ ], 2010, by and among Builders FirstSource, Inc., a Delaware corporation, the Guarantors (as defined), andWilmington Trust Company, a Delaware banking corporation, as Trustee.

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined)of the Second Priority Senior Secured Floating Rate Notes due 2016 (the “Notes”):

ARTICLE 1DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions.

“2012 Notes” means, collectively, the Floating Rate Notes due 2012 issued by the Company.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person,whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a RestrictedSubsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, aspart of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common controlwith such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of thepower to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement orotherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, theterms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of theDepositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all orsubstantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01hereof and not by Section 4.10 hereof; and

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(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having an estimated good faith value of, or in the case of a lease, aggregatelease payments of, less than $3.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;

(7) the sale or transfer of (or the sale or transfer of interests in) the Company’s or any of its Restricted Subsidiaries’ accounts receivable and relatedassets pursuant to a receivables facility in a transaction permitted hereunder; and

(8) the deemed sale, transfer or sale-leaseback of the Company’s facility located in Port St. Lucie, Florida, in connection with the construction andsubsequent lease of such facility.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee fornet rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has beenextended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit insuch transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation,the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficialownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficialownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisableor is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

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(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means the sum of: (1) 80% of the book value of accounts receivable, and (2) 65% of the book value of inventory, in each case of theCompany and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP as of the end of the Company’s most recently ended fiscal quarterfor which financial statements are available; provided, however, that the Borrowing Base as of the end of such most recently ended fiscal quarter shall includeaccounts receivable and inventory acquired by the Company or its Restricted Subsidiaries in connection with an acquisition (whether structured as a purchaseof equity, a purchase of all or substantially all of the assets of an entity, a merger, or otherwise) completed after the end of such fiscal quarter.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at thattime be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last paymentof rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) ofcorporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, theissuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right ofparticipation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United Statesgovernment (provided that the

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full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances withmaturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domesticcommercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above enteredinto with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the dateof acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of thisdefinition.

“Casualty Event” means any taking under power of eminent domain or similar proceeding and any insured loss, in each case relating to property or otherassets that constituted Collateral and resulting in Net Proceeds of at least $1.0 million.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of relatedtransactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is usedin Section 13(d) of the Exchange Act) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as definedabove), other than the Principal and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of theCompany, measured by voting power rather than number of shares; or

(4) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company(together with any new directors whose election to such Board of Directors or whose nomination for election was approved by a vote of a majority of themembers of the Board of Directors of the Company, which members comprising such majority are then still in office and were either directors at thebeginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of theBoard of Directors of the Company, as applicable.

“Class” means (1) in the case of Parity Lien Debt, every Series of Parity Lien Debt, taken together, and (2) in the case of Priority Lien Debt, every Series ofPriority Lien Debt, taken together.

“Clearstream” means Clearstream Banking, S.A.

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“Collateral” means all properties and assets at any time owned or acquired by the Company or any of the other Pledgors, except:

(1) Excluded Assets;

(2) any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to the Collateral Trust Agreement; and

(3) any properties and assets that no longer secure the Notes or any Obligations in respect thereof pursuant to the Collateral Trust Agreement,

provided that, in the case of clauses (2) and (3), if such Liens are required to be released as a result of the sale, transfer or other disposition of any propertiesor assets of the Company or any other Pledgor, such assets or properties will cease to be excluded from the Collateral if the Company or any other Pledgorthereafter acquires or reacquires such assets or properties.

“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of February 11, 2005, as cured and reformed by the Confirmation ofReformation of the Collateral Trust Agreement dated as of December 14, 2007, and effective as of February 11, 2005, by and among Builders FirstSource, Inc.,the other Pledgors from time to time party thereto, Wachovia Bank, National Association (as successor to UBS AG Stamford Branch), as Administrative Agentunder the Credit Agreement, Wilmington Trust Company, as trustee under the indenture governing the Floating Rate Notes due 2012 of Builders FirstSource,Inc., UBS AG, Stamford Branch, as Priority Collateral Trustee, and UBS AG, Stamford Branch, as Parity Collateral Trustee, as the same may hereafter beamended, modified, supplemented, extended, renewed, restated or replaced from time to time.

“Collateral Trustee” means each of Wachovia Bank, National Association, in its capacity as collateral trustee for the benefit of the holders of the PriorityLien Obligations and [___], in its capacity as collateral trustee for the holders of the Parity Lien Obligations, unless the context specifies only one of theforegoing capacities, together with successors in such capacities; provided, however, that the Collateral Trustee may act as the collateral trustee, collateralagent or any similar title that the Collateral Trustee deems necessary or convenient for the purpose of perfecting the Priority Liens and the Parity Liens in theCollateral.

“Common Collateral” means Collateral that secures each Series of Secured Debt of the same Class.

“Company” means Builders FirstSource, Inc. and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus,without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an AssetSale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision fortaxes was deducted in computing such Consolidated Net Income; plus

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(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computingsuch Consolidated Net Income; plus

(4) all non-recurring gains and losses and all restructuring charges; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a priorperiod) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in anyfuture period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to theextent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its RestrictedSubsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be includedonly to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions bythat Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not beenobtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule orgovernmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) the fees, costs, and expenses paid or payable during such period in cash by the Company or any of its Subsidiaries in connection with theTransactions (including, without limitation, payments to option holders in connection with the Transactions) will be excluded;

(5) the non-cash interest expense in respect of Attributable Debt related to the deemed sale, transfer or sale-leaseback of the Company’s facility locatedin Port St. Lucie, Florida, in connection with the construction and subsequent lease of such facility will be excluded; and

(6) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Personor one of its Subsidiaries.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trusteemay give notice to the Company.

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“Credit Agreement” means that certain Loan and Security Agreement, dated December 14, 2007, as amended by Amendment No. 1 dated March 3, 2008,among Builders FirstSource, Inc., the Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, Wachovia Bank, National Association,as Administrative Agent and Collateral Trustee, UBS Securities LLC, as Syndication Agent, General Electric Capital Corporation, as Documentation Agent,and Wachovia Capital Markets, LLC and UBS Securities LLC, as Joint Lead Bookrunners, including any related notes, Guarantees, collateral documents,instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether uponor after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time,whether in one or more agreements.

“Credit Agreement Agent” means, at any time, the Person serving at such time as the “Agent” or “Administrative Agent” under the Credit Agreement or anyother representative then most recently designated in accordance with the applicable provisions of the Credit Agreement, together with its successors in suchcapacity.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, withbanks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or tospecial purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified,renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutionalinvestors) in whole or in part from time to time, whether in one or more agreements.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially inthe form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in theGlobal Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as theDepositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicableprovision of this Indenture.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinkingfund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after thedate on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holdersof the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will notconstitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant tosuch provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at anytime for

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purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of,or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of theUnited States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“equally and ratably” means, in reference to sharing of Liens or proceeds thereof as between holders of Secured Obligations within the same Class, thatsuch Liens or proceeds:

(1) will be allocated and distributed first to the Secured Debt Representative for each outstanding Series of Secured Debt within that Class, for theaccount of the holders of such Series of Secured Debt, ratably in proportion to the principal of, and interest and premium (if any), reimbursementobligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made under such letters ofcredit) and Hedging Obligations on each outstanding Series of Secured Debt within that Class when the allocation or distribution is made, and thereafter

(2) will be allocated and distributed (if any remain after payment in full of all of the principal of, and interest and premium (if any) and reimbursementobligations (contingent or otherwise) with respect to letters of credit, if any, outstanding (whether or not drawings have been made on such letters of credit)on all outstanding Secured Obligations within that Class) to the Secured Debt Representative for each outstanding Series of Secured Obligations within thatClass, for the account of the holders of any remaining Secured Obligations within that Class, ratably in proportion to the aggregate unpaid amount of suchremaining Secured Obligations within that Class due and demanded (with written notice to the applicable Secured Debt Representative and the CollateralTrustee) prior to the date such distribution is made.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertibleinto, or exchangeable for, Capital Stock).

“Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock) of the Company.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means each of the following:

(1) any lease, license, contract, property right or agreement to which the Company or any other Pledgor is a party or any of its rights or intereststhereunder if and only for so long as the grant of a Lien under the Security Documents will constitute or result in a breach, termination or default under anysuch lease, license, contract, property right or agreement or would result in a violation of applicable law (other than to the extent that any such term wouldbe rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any otherapplicable law or principles of equity); provided that such lease, license, contract, property right or agreement will be an Excluded Asset only to the extentand for so long as the consequences specified above will result and will cease to be an

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Excluded Asset and will become subject to the Lien granted under the Security Documents, immediately and automatically, at such time as suchconsequences will no longer result;

(2) real property owned by the Company or any other Pledgor that has a Fair Market Value not exceeding $3.0 million determined on the date of thisIndenture or the date such property is acquired, as applicable, or any real property subject to an existing mortgage or leased by the Company or any otherPledgor;

(3) all “securities” of any of the Company’s “affiliates” (as the terms “securities” and “affiliates” are used in Rule 3-16 of Regulation S-X under theSecurities Act);

(4) any other property or asset in which a Lien cannot be perfected by the filing of a financing statement under the Uniform Commercial Code of therelevant jurisdiction, so long as the estimated good faith market value of such property and asset does not exceed $1.0 million individually or $10.0 millionin the aggregate for all property and assets excluded under this clause (4);

(5) equipment that is subject to a Lien securing a purchase money obligation or Capital Lease Obligation incurred in accordance with Section 4.09 hereofif the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capital LeaseObligation) validly prohibits the creation of any other Lien on such equipment;

(6) Equity Interests of a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District ofColumbia constituting 34% of the total voting power of all outstanding voting stock of such Subsidiary, provided that any such Equity Interests constituting“stock entitled to vote” within the meaning of Treasury Regulation Section 1.956 2(c)(2) shall be treated as voting stock for purposes of this paragraph; and

(7) deposit accounts with, in the aggregate, up to $10.0 million in cash and Cash Equivalents.

“Existing Disqualified Stock” means any Disqualified Stock in existence on the date of this Indenture.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on thedate of this Indenture, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress ornecessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for suchperiod to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes,guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings and issuances ofletters of credit) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratiois being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “CalculationDate”), then the Fixed Charge

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Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or otherdischarge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred atthe beginning of the applicable four full fiscal quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or anyPerson or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financingtransactions and including increases in ownership of Restricted Subsidiaries, during the four full fiscal quarter reference period or subsequent to suchreference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as ifthey had occurred on the first day of the four full fiscal quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (andownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownershipinterests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Chargeswill not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such fourfull fiscal quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time duringsuch four full fiscal quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on theCalculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, withoutlimitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interestcomponent of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter ofcredit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates,excluding the amortization of deferred financing costs; plus

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(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assetsof such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of itsRestricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to theCompany or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus thethen current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis inaccordance with GAAP.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the AmericanInstitute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by suchother entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under thisIndenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf ofand registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that hasthe “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), or 2.06(d)(2)hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment ofwhich is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as definedin Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on anysuch Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) suchcustodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodianin respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, inany manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in

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respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each of:

(1) Builders FirstSource—Northeast Group, LLC; Builders FirstSource—Texas GenPar, LLC; Builders FirstSource—MBS, LLC; Builders FirstSource—Texas Group, L.P.; BFS Texas, LLC; Builders FirstSource—South Texas, L.P.; Builders FirstSource—Texas Installed Sales, L.P.; BFS IP, LLC; BuildersFirstSource—Intellectual Property, L.P.; Builders FirstSource Holdings, Inc.; Builders FirstSource—Dallas, LLC; Builders FirstSource—Florida, LLC;Builders FirstSource—Florida Design Center, LLC; Builders FirstSource—Ohio Valley, LLC; BFS, LLC; Builders FirstSource—Atlantic Group, LLC;Builders FirstSource—Southeast Group, LLC; CCWP, Inc.; Builders FirstSource—Raleigh, LLC; Builders FirstSource—Colorado Group, LLC; BuildersFirstSource—Colorado, LLC; and

(2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of thisIndenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collaragreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,

in each case, in reasonable relation to the business of the Company and the Restricted Subsidiaries, and not for speculative purposes.

“Holder” means a Person in whose name a Note is registered.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $500,000 and whose totalrevenues for the most recent twelve-month period do not exceed $500,000; provided that a Restricted Subsidiary will not be considered to be an ImmaterialSubsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether ornot contingent:

(1) in respect of borrowed money;

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(2) evidenced by bonds, Notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances and letters of credit;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than twelve months after such property isacquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of thespecified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset ofthe specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by thespecified Person of any Indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $143,735,000 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“insolvency or liquidation proceeding” means:

(1) any case commenced by or against the Company or any other Pledgor under Title 11, U.S. Code or any similar federal or state law for the relief ofdebtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Company or any otherPledgor, any receivership or assignment for the benefit of creditors relating to the Company or any other Pledgor or any similar case or proceeding relativeto the Company or any other Pledgor or its creditors, as such, in each case whether or not voluntary;

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other Pledgor, in each casewhether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Pledgor are determined and anypayment or distribution is or may be made on account of such claims.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act,who are not also QIBs.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms ofloans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to

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officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or othersecurities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or anyRestricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, aftergiving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investmenton the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of inan amount determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Companyof a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Personin an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in thefinal paragraph of the Section 4.07 hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time theInvestment is made and without giving effect to subsequent changes in value.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are required by law,regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the nextsucceeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“LIBOR Rate” means, for each quarterly period during which any Note is outstanding subsequent to the initial quarterly period, the rate determined by theCompany (notice of such rate to be sent to the trustee by the Company on the date of determination thereof) equal to the applicable British Bankers’Association LIBOR rate for deposits in U.S. dollars for a period of three months as reported by any generally recognized financial information service as of11:00 a.m. (London time) two Business Days prior to the first day of such quarterly period; provided that, if no such British Bankers’ Association LIBOR rateis available to the Company, the LIBOR Rate for the relevant quarterly period shall instead be the rate at which UBS Securities LLC or one of its affiliatebanks offers to place deposits in U.S. dollars with first-class banks in the London interbank market for a period of three months at approximately 11:00 a.m.(London time) two Business Days prior to the first day of such quarterly period, in amounts equal to $1.0 million. Notwithstanding the foregoing, the LIBORRate for the initial quarterly period shall be .2725%.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whetheror not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the naturethereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the UniformCommercial Code (or equivalent statutes) of any jurisdiction.

“Lien Sharing and Priority Confirmation” means:

(1) as to any Series of Parity Lien Debt, the written agreement of the holders of such Series of Parity Lien Debt or their representative, as set forth in thisIndenture, credit agreement or other agreement governing such Series of Parity Lien Debt, for the enforceable benefit of all holders of each existing andfuture Series of Priority Lien Debt, each existing and future Priority Lien Representative and each existing and future holder of Permitted Prior Liens:

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(a) that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Company or any otherPledgor to secure any Obligations in respect of such Series of Parity Lien Debt, upon property constituting Common Collateral for such Series of ParityLien Debt and each existing and future Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee for thebenefit of all holders of Parity Lien Obligations equally and ratably;

(b) that the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of the Collateral Trust Agreement,including the provisions relating to the ranking of Parity Liens and the order of application of proceeds from the enforcement of Parity Liens; and

(c) consenting to and directing the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the Security Documents;and

(2) as to any Series of Priority Lien Debt, the written agreement of the holders of such Series of Priority Lien Debt or their representative, as set forth inthe credit agreement or other agreement governing such Series of Priority Lien Debt, for the enforceable benefit of all holders of each existing and futureSeries of Parity Lien Debt, each existing and future Parity Lien Representative and each existing and future holder of Permitted Prior Liens:

(a) that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Company or any otherPledgor to secure any Obligations in respect of such Series of Priority Lien Debt, upon property constituting Common Collateral for such Series ofPriority Lien Debt and each existing and future Series of Priority Lien Debt, and that all Priority Liens with respect to such Priority Lien Debt will beenforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations;

(b) that the holders of Obligations in respect of such Series of Priority Lien Debt are bound by the provisions of the Collateral Trust Agreement,including the provisions relating to the ranking of Priority Liens and the order of application of proceeds from enforcement of Priority Liens; and

(c) consenting to and directing the Collateral Trustee to perform its obligations under the Collateral Trust Agreement and the Security Documents.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before anyreduction in respect of preferred stock dividends, excluding, however:

(1) any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with: (a) any Asset Sale; or (b) the dispositionof any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its RestrictedSubsidiaries; and

(2) any extraordinary gain (loss), together with any related provision for taxes on such extraordinary gain (loss).

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“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Casualty Event or AssetSale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of thedirect costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocationexpenses incurred as a result of the Asset Sale, any repayment of Indebtedness that was permitted to be secured by the assets sold or lost in such Asset Sale orCasualty Event, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and anytax sharing arrangements, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreementor instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against anUnrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its RestrictedSubsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its StatedMaturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of itsRestricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Documents” means this Indenture, the Notes, the Collateral Trust Agreement and the Security Documents.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to theprovisions of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for allpurposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to theextent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicablepost-default rate, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications,reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the ChiefFinancial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

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“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executiveofficer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“Parity Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of the Company or any other Pledgorto secure Parity Lien Obligations.

“Parity Lien Debt” means:

(1) the Notes issued on the date of this Indenture;

(2) any Indebtedness issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease, or discharge 2012 Notes;and

(3) any other Indebtedness of the Company (including Additional Notes) that is secured equally and ratably with the Notes by a Parity Lien that waspermitted to be incurred and so secured under each applicable Secured Debt Document; provided that:

(a) the net proceeds are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire Priority Lien Debt or other Parity LienDebt; or

(b) on the date of incurrence of such Indebtedness, after giving pro forma effect to the incurrence thereof and the application of the proceedstherefrom, the Secured Leverage Ratio would not be greater than 4.0 to 1.0;

provided, further, in the case of any Indebtedness referred to in clause (3) of this definition:

(a) on or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company, in an Officers’Certificate delivered to each Parity Lien Representative and the Collateral Trustee, as “Parity Lien Debt” for the purposes of this Indenture and theCollateral Trust Agreement; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(b) such Indebtedness is governed by an indenture, credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation andthe Company delivers an Officers’ Certificate to each Parity Lien Representative and the Collateral Trustee confirming same; and

(c) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to securesuch Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) willbe conclusively established if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisionshave been satisfied and that such Indebtedness is “Parity Lien Debt”).

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“Parity Lien Documents” means, collectively, the Note Documents and this Indenture, credit agreement or other agreement governing each other Series ofParity Lien Debt and the Security Documents securing the Parity Lien Obligations.

“Parity Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof.

“Parity Lien Representative” means:

(1) in the case of the Notes, the Trustee; or

(2) in the case of any other Series of Parity Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintains thetransfer register for such Series of Parity Lien Debt and (a) is appointed as a Parity Lien Representative (for purposes related to the administration of theSecurity Documents) pursuant to this Indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successorsin such capacity, and (b) has become a party to the Collateral Trust Agreement by executing a joinder in the form required under the Collateral TrustAgreement.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business” means the distribution, installation and manufacture of building products and the provision of professional installation, turn-keyframing, shell construction, design and similar construction-related services associated with such products.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company that is a Guarantor;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, theCompany or a Restricted Subsidiary of the Company that is a Guarantor;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance withSection 4.10 hereof.

(5) any acquisition of assets or Equity Interests to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) ofthe Company;

(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course ofbusiness of the Company or

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any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any tradecreditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in anaggregate principal amount not to exceed $3.0 million at any one time outstanding;

(9) to the extent constituting an Investment, repurchases of the Notes and other Parity Lien Debt;

(10) advances to customers in the ordinary course of business that are recorded as accounts receivable on the consolidated balance sheet of such Person;

(11) payroll, travel and similar advances to cover matters that are expected at the time of the advances ultimately to be treated as expenses for accountingpurposes and than are made in the ordinary course of business;

(12) receivables owing to the Company or any Restricted Subsidiary of the Company if created or acquired in the ordinary course of business andpayable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms asthe Company or the Restricted Subsidiary deems reasonable under the circumstances;

(13) Investments consisting of prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performanceand similar deposits entered into as a result of the operations of the business in the ordinary course of business;

(14) Investments in joint ventures in a Permitted Business having an aggregate Fair Market Value (measured on the date such Investment was made andwithout giving effect to subsequent changes in value) when taken together with all other Permitted Investments made since the date of the Indenturepursuant to this clause (14) that are at the time outstanding not to exceed an amount equal to (a) $25.0 million, minus (b) the aggregate amount of PermittedInvestments outstanding pursuant to clause (15) below in excess of $25.0 million; and

(15) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without givingeffect to subsequent changes in value), when taken together with all other Investments made since the date of this Indenture pursuant to this clause (15) thatare at the time outstanding not to exceed an amount equal to the greater of (a) $25.0 million and (b) 3.0% of Total Assets.

With respect to Permitted Investments made pursuant to clauses (14) and (15) above, the Fair Market Value of any such Permitted Investment made in cashor Cash Equivalents shall be deemed to equal the amount of cash, or the principal or notional amount of Cash Equivalents, paid or contributed in respect ofsuch Permitted Investment.

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“Permitted Liens” means:

(1) Liens held by the Collateral Trustee securing (a) Priority Lien Debt in an aggregate principal amount not exceeding the Priority Lien Cap and (b) allrelated Priority Lien Obligations;

(2) Liens held by the Collateral Trustee equally and ratably securing the Notes to be issued on the date of this Indenture and all future Parity Lien Debtand other Parity Lien Obligations;

(3) Liens in favor of the Company or the Guarantors;

(4) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of theCompany; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other thanthose of the Person merged into or consolidated with the Company or the Subsidiary;

(5) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company;provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(6) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred inthe ordinary course of business;

(7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets acquired with orfinanced by such Indebtedness and replacements thereof and accessions thereto;

(8) Liens existing on the date of this Indenture;

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriateproceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAPhas been made therefor;

(10) Liens imposed by law, such as rights of set-off, carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinarycourse of business;

(11) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone linesand other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that donot in the aggregate materially adversely affect the operation of the business of the Company and its Restricted Subsidiaries, taken as a whole;

(12) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees);

(13) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

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(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which theoriginal Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, ifgreater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums,related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(14) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance,other social security benefits or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amountsand premiums and adjustments thereto);

(15) Liens arising out of judgments, decrees, orders or awards in respect of which adequate reserves have been made in conformity with GAAP, and theCompany shall in good faith be prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated, or ifthe period within which such appeal or proceedings may be initiated shall not have expired, in each case, to the extent that the amount of such judgments orawards do not constitute an Event of Default;

(16) deposits or pledges in connection with bids, leases and contracts (other than contracts for the payment of money) entered into in the ordinary courseof business;

(17) Liens securing or by reason of a receivables facility or other contractual requirements of a receivables facility incurred pursuant to Section 4.09(b)(1)(ii) hereof;

(18) Liens securing Indebtedness entered into in accordance with Section 4.09(b)(14) hereof; and

(19) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed$20.0 million at any one time outstanding.

“Permitted Payments to Sponsor” means, without duplication as to amounts:

(1) payments to any Principal for reimbursements of reasonable accounting, legal and other expenses paid or incurred by such person on behalf of theCompany or in connection with such person’s Investment in the Company’s shares when due, in an aggregate amount not to exceed $750,000 per annum;and

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with Building Products, LLC, payments to BuildingProducts, LLC in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”)and to pay franchise or similar taxes and fees of Building Products, LLC required to maintain its legal existence. The Tax Payments shall not exceed thelesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate taxreturn (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group),

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taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxableyears and (ii) the net amount of the relevant tax that Building Products, LLC actually owes to the appropriate taxing authority. Any Tax Payments receivedfrom the Company shall be paid over to the appropriate taxing authority within 60 days of Building Products, LLC’s receipt of such Tax Payments orrefunded to the Company.

“Permitted Prior Liens” means, regardless of whether this Indenture is in effect at any time of determination:

(1) Liens described in clauses (1), (4), (5), (6), (7) or (8) of the definition of “Permitted Liens”; and

(2) Permitted Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the Liens created by theSecurity Documents.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the netproceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries(other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accretedvalue, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness andthe amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturityequal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, suchPermitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes onterms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced,replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded,refinanced, replaced, defeased or discharged.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limitedliability company or government or other entity.

“Pledgors” means the Company, the Guarantors, and any other Person (if any) that provides collateral security for any Secured Debt Obligations.

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“Principal” means Building Products, LLC, a Delaware limited liability company, JLL Partners Fund V, L.P., a Delaware limited partnership, WarburgPincus Private Equity IX, L.P., a Delaware limited partnership, and their respective Affiliates.

“Priority Lien” means a Lien granted by a Security Document to the Collateral Trustee, at any time, upon any property of the Company or any other Pledgorto secure Priority Lien Obligations.

“Priority Lien Cap” means, as of any date, the principal amount outstanding under the Credit Agreement and/or the Indebtedness outstanding under anyother Credit Facility, in an aggregate principal amount not to exceed the sum of the amount provided by clause (1) of the definition of Permitted Debt, as ofsuch date, plus the amount provided by clause (16) of the definition of Permitted Debt, plus the amount of Priority Lien Debt incurred after the date of thisIndenture the net proceeds of which are used to repay Parity Lien Debt, less the amount of Parity Lien Debt incurred after the date of this Indenture the netproceeds of which are used to repay Priority Lien Debt. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether ornot drawn and all Hedging Obligations will be valued at zero.

“Priority Lien Debt” means:

(1) Indebtedness of the Company under the Credit Agreement (including, without limitation, revolving loans and letters of credit) that was permitted tobe incurred and secured under each applicable Secured Debt Document (or as to which the lenders under the Credit Agreement obtained an Officers’Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and secured by all applicable Secured DebtDocuments);

(2) Indebtedness of the Company under any other Credit Facility that is secured equally and ratably with the Credit Agreement by a Priority Lien thatwas permitted to be incurred and so secured under each applicable Secured Debt Document; provided, in the case of any Indebtedness referred to in thisclause (2), that:

(a) on or before the date on which such Indebtedness is incurred by the Company, such Indebtedness is designated by the Company, in an Officers’Certificate delivered to each Priority Lien Representative and the Collateral Trustee, as “Priority Lien Debt” for the purposes of the Secured DebtDocuments; provided that no Series of Secured Debt may be designated as both Parity Lien Debt and Priority Lien Debt;

(b) such Indebtedness is governed by a credit agreement or other agreement that includes a Lien Sharing and Priority Confirmation; and

(c) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Trustee’s Lien to securesuch Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (c) willbe conclusively established if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisionshave been satisfied and that such Indebtedness is “Priority Lien Debt”); and

(3) Hedging Obligations of the Company incurred to hedge or manage interest rate risk with respect to any Priority Lien Debt or Parity Lien Debt;provided that:

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(a) such Hedging Obligations are secured by a Priority Lien on all of the assets and properties that secure the Indebtedness in respect of which suchHedging Obligations are incurred; and

(b) such Priority Lien is senior to or on a parity with the Priority Liens securing the Indebtedness in respect of which such Hedging Obligations areincurred.

“Priority Lien Documents” means the Credit Agreement and any other Credit Facility pursuant to which any Priority Lien Debt is incurred, the CollateralTrust Agreement and the Security Documents securing the Priority Lien Obligations.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

“Priority Lien Representative” means (1) the Credit Agreement Agent or (2) in the case of any other Series of Priority Lien Debt, the trustee, agent orrepresentative of the holders of such Series of Priority Lien Debt who maintains the transfer register (if any) for such Series of Priority Lien Debt and isappointed as a representative of the Priority Debt (for purposes related to the administration of the Security Documents) pursuant to the credit agreement orother agreement governing such Series of Priority Lien Debt.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except whereotherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Recapitalization Transactions” means, collectively, (1) the offer of the Company to the holders of transferable subscription rights distributed tostockholders of record as of the close of business on December 14, 2009, to subscribe for and purchase, at the subscription price of $3.50 per share, up to anaggregate of 58,571,428 shares of the common stock, par value $0.01 per share, of the Company (the “Rights Offering”), together with the transactionscontemplated by that certain Investment Agreement, dated as of October 23, 2009, as amended, by and among the Company, JLL Partners Fund V, L.P., andWarburg Pincus Private Equity IX, L.P., and (2) the offer of the Company to certain accredited holders of 2012 Notes to exchange, at par, in transactionsexempt from registration under the Securities Act, outstanding 2012 Notes for (i) up to $145.0 million aggregate principal amount of Notes, (ii) up to$130.0 million in cash from the proceeds of the Rights Offering, or (iii) a combination of cash and Notes, and, (iv) to the extent the Rights Offering is not fullysubscribed, shares of the common stock of the Company, together with the transactions contemplated by that certain Support Agreement, dated as ofOctober 23, 2009, as amended, by and among the Company and certain holders of outstanding 2012 Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Related Party” means:

(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Personsbeneficially holding an 80% or

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more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Required Parity Lien Debtholders” means, at any time, the holders of more than 50% of the sum of:

(1) the aggregate outstanding principal amount of Parity Lien Debt (including outstanding letters of credit whether or not then available or drawn); and

(2) other than in connection with the exercise of remedies, the aggregate unfunded commitments to extend credit which, when funded, would constituteParity Lien Debt.

For purposes of this definition, (a) Parity Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will bedeemed not to be outstanding, and (b) votes will be determined in accordance with the Collateral Trust Agreement.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successorgroup of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officersand also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of andfamiliarity with the particular subject.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Group.

“Sale of Collateral” means any Asset Sale involving a sale or other disposition of Collateral.

“SEC” means the United States Securities and Exchange Commission.

“Secured Debt” means Parity Lien Debt and Priority Lien Debt.

“Secured Debt Documents” means the Parity Lien Documents and the Priority Lien Documents.

“Secured Debt Representative” means each Parity Lien Representative and each Priority Lien Representative.

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“Secured Leverage Ratio” means, on any date, the ratio of:

(1) the aggregate principal amount of Secured Debt outstanding on such date plus all Indebtedness of Restricted Subsidiaries of the Company that are notGuarantors outstanding on such date (and, for this purpose, letters of credit will be deemed to have a principal amount equal to the face amount thereof,whether or not drawn), to:

(2) the aggregate amount of the Company’s Consolidated Cash Flow for the most recent four full fiscal quarter period for which financial information isavailable.

In addition, for purposes of calculating the Secured Leverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations oracquisitions of assets, or any Person or any of its Restricted Subsidiaries acquired by merger, consolidation or the acquisition of all or substantially all of itsassets by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership ofRestricted Subsidiaries, during such four full fiscal quarter reference period or subsequent to such reference period and on or prior to the date on which theevent for which the calculation of the Secured Leverage Ratio is made (the “Leverage Calculation Date”) will be given pro forma effect in accordance withRegulation S-X under the Securities Act) as if they had occurred on the first day of such four full fiscal quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (andownership interests therein) disposed of prior to the Leverage Calculation Date will be excluded;

(3) any Person that is a Restricted Subsidiary on the Leverage Calculation Date will be deemed to have been a Restricted Subsidiary at all times duringsuch four full fiscal quarter period; and

(4) any Person that is not a Restricted Subsidiary on the Leverage Calculation Date will be deemed not to have been a Restricted Subsidiary at any timeduring such four full fiscal quarter period.

“Secured Obligations” means Parity Lien Obligations and Priority Lien Obligations.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means each Lien Sharing and Priority Confirmation, and all security agreements, pledge agreements, collateral assignments,mortgages and deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Companyor any other Pledgor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the holders of the Parity LienObligations or the Priority Lien Obligations, as applicable, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time totime, in accordance with its terms and the provisions of the Collateral Trust Agreement.

“Series of Parity Lien Debt” means, severally, the Notes and each other issue or series of Parity Lien Debt for which a single transfer register is maintained.

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“Series of Priority Lien Debt” means, severally, the Indebtedness (including, without limitation, revolving loans and letters of credit) outstanding under theCredit Agreement and any other Credit Facility that constitutes Priority Lien Debt.

“Series of Secured Debt” means each Series of Parity Lien Debt and each Series of Priority Lien Debt.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgatedpursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest orprincipal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, if such Indebtedness was in existence onthe date of this Indenture, or if incurred subsequent to the date of this Indenture, in accordance with its terms, and will not include any contingent obligations torepay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (withoutregard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers votingpower) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled,directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the onlygeneral partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Total Assets” means the total consolidated assets of the Company and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheetof the Company and its Restricted Subsidiaries.

“Trustee” means Wilmington Trust Company until a successor replaces it in accordance with the applicable provisions of this Indenture and thereaftermeans the successor serving hereunder.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiarypursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

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(2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or anyRestricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Companyor such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe foradditional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels ofoperating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its RestrictedSubsidiaries.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Boardof Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other requiredpayments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth)that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownershipinterests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiariesof such Person.

Section 1.02 Other Definitions. Defined inTerm Section“Affiliate Transaction” 4.11 “Asset Sale Offer” 3.09 “Authentication Order” 2.02 “Change of Control Offer” 4.15 “Change of Control Payment” 4.15 “Change of Control Payment Date” 4.15 “Covenant Defeasance” 8.03 “DTC” 2.03 “Event of Default” 6.01 “Excess Proceeds” 4.10 “incur” 4.09

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Defined inTerm Section“Legal Defeasance” 8.02 “Offer Amount” 3.09 “Offer Period” 3.09 “Paying Agent” 2.03 “Permitted Debt” 4.09 “Payment Default” 6.01 “Purchase Date” 3.09 “Redemption Date” 3.07 “Registrar” 2.03 “Restricted Payments” 4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and theNote Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA havethe meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

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(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted bythe SEC from time to time.

ARTICLE 2THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations,legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be indenominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantorsand the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extentany provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the“Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto(but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note willrepresent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstandingNotes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reducedor increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in theaggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, inaccordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has beenauthenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for original issuethat may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may notexceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided inSection 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Noteswhenever the Trustee may do so. Each reference

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in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal withHolders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office oragency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. TheCompany may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term“Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Companywill notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entityas Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders orthe Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of anydefault by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it tothe Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the PayingAgent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it willsegregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganizationproceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders andshall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before eachinterest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonablyrequire of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by anominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or anominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

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(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer aclearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after thedate of such notice from the Depositary;

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliversa written notice to such effect to the Trustee; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct theTrustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated anddelivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticatedand delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a);however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effectedthrough the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Noteswill be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in theGlobal Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other followingsubparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who takedelivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the PrivatePlacement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficialinterest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described inthis Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests thatare not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing theDepositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferredor exchanged; and

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(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited withsuch increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing theDepositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall beregistered to effect the transfer or exchange referred to in (1) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes orotherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Personwho takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements ofSection 2.06(b)(2) above and the Registrar receives from the transferor a certificate in the form of Exhibit B hereto, including the applicable certifications,certificates, and any Opinion of Counsel that may be required therein.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficialinterest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to aPerson who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with therequirements of Section 2.06(b)(2) above and:

(A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or

(B) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in anUnrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall takedelivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto,including the applicable certifications therein;

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and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counselin form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that therestrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with theSecurities Act.

If any such transfer is effected pursuant to subparagraph (A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Companyshall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted GlobalNotes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) or (B) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficialinterest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Noteproposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof inthe form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note,a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, acertificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordancewith Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registrationrequirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (3)(b) thereof; or

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(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect setforth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and theCompany shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principalamount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in suchname or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructionsfrom the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes areso registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear thePrivate Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note mayexchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in theform of an Unrestricted Definitive Note only if:

(A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or

(B) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted DefinitiveNote, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall takedelivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the applicablecertifications therein;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel inform reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictionson transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted GlobalNote proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in theform of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principalamount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company will execute and the Trustee willauthenticate and deliver to the Person designated in

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the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to thisSection 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interestrequests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver suchDefinitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant tothis Section 2.06(c)(3) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchangesuch Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in theform of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificatefrom such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit Bhereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, acertificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act inaccordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registrationrequirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit Bhereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to theeffect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Restricted Global Note.

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(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Notefor a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of abeneficial interest in an Unrestricted Global Note only if:

(A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or

(B) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificatefrom such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficialinterest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications therein;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel inform reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictionson transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase orcause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange suchNote for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of abeneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel theapplicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(A), (2)(B) or (3) above at a timewhen an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount ofDefinitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with theprovisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, therequesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in formsatisfactory to the Registrar duly

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executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documentsand information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Personswho take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives a certificate in the form of Exhibit B hereto, including theapplicable certifications, certificates, and any Opinion of Counsel that may be required therein.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for anUnrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such transfer is effected pursuant to an effective registration statement under the Securities Act; or

(B) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from suchHolder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of anUnrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications therein;

and, in each such case set forth in this subparagraph (B), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to theRegistrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and inthe Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person whotakes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register theUnrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically statedotherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor orsubstitution thereof) shall bear the legend in substantially the following form:

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“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANYOTHER SECURITIES LAWS. THIS SECURITY MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOTSUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,PRIOR TO THE DATE THAT IS SIX MONTHS AFTER THE ORIGINAL ISSUE DATE HEREOF OR SUCH OTHER PERIOD AS PROMULGATED BYTHE SECURITIES AND EXCHANGE COMMISSION ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A “QUALIFIEDINSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT, (C) TO AN “ACCREDITED INVESTOR” WITHINTHE MEANING OF RULE 501(A) OF THE SECURITIES ACT SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY OFFER, SALE ORTRANSFER ,TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORYTO IT, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,(E) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTIONPURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDERTHE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), or(e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TOSECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIORWRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TOA SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THECOMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED

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IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVEOF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for DefinitiveNotes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retainedand canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note isexchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, theprincipal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trusteeor by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person whowill take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsementwill be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notesupon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transferor exchange, but the Company and the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payablein connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except theunredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the validobligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notessurrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of anyselection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note beingredeemed in part; or

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(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person inwhose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes andfor all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registrationof transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft ofany Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirementsare met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and theCompany to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. Each ofthe Company and, as contemplated by Section 7.07 hereof, the Trustee may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionatelywith all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, thosereductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as notoutstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds theNote; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note isheld by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient topay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

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In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by theCompany or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Companyor any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying onany such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, willauthenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considersappropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trusteewill authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notessurrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act).Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paidor that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interestpayable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and inSection 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of theproposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date maybe less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon thewritten request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states thespecial record date, the related payment date and the amount of such interest to be paid.

ARTICLE 3REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 daysbut not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

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(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase ona pro rata basis except:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on whichthe Notes are listed; or

(2) if otherwise required by law.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein,not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemptionor purchase.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partialredemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or wholemultiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder,even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notescalled for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to bemailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices maybe mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge ofthis Indenture pursuant to Articles 8 or 12 hereof.

The notice will identify the Notes to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date uponsurrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

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(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after theredemption date and the only remaining right of Holders of such Notes is to receive payment of the redemption price upon surrender of Notes redeemed;

(7) the paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Companyhas delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forththe information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on theredemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

On or prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemptionor purchase price of and accrued interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to theCompany any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchaseprice of and accrued interest on all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on theNotes or the portions of Notes called for redemption or purchase, and the only remaining right of Holders of such Notes is to receive payment of theredemption price or purchase price upon surrender of Notes redeemed or purchased. If a Note is redeemed or purchased on or after an interest record date buton or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at theclose of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of thefailure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until suchprincipal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee willauthenticate for the Holder at the expense of the

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Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to February 15, 2011, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 normore than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 105% of the principal amount ofNotes redeemed plus accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record dateto receive interest due on the relevant interest payment date.

(b) On or after February 15, 2011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at theredemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicableredemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on therelevant record date to receive interest on the relevant interest payment date: Year Percentage2011 102.5%2012 101%2013 and thereafter 100%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on theapplicable redemption date.

(c) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), itwill follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Parity Lien Debt containing provisions similar to those set forth in this Indenturewith respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 BusinessDays following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “OfferPeriod”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the“Offer Amount”) to the purchase of Notes and such other Parity Lien Debt (on a pro rata basis, if applicable) or, if less than the Offer Amount has beentendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manneras interest payments are made.

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If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid tothe Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tenderNotes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy tothe Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice,which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remainopen;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrueinterest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000only;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Optionof Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by theCompany, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not laterthan the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of theNote the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other Parity Lien Debt surrendered by holders thereof exceeds the Offer Amount, the Companywill select the Notes and other Parity Lien Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other Parity Lien Debtsurrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiplesthereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notessurrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount ofNotes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver orcause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were acceptedfor payment by the Company in

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accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not laterthan five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holderand accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, willauthenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchasedportion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company willpublicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01through 3.06 hereof.

ARTICLE 4COVENANTS

Section 4.01 Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes.Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds asof 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay allprincipal, premium, if any, and interest then due.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 2.0%per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceedingunder any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notesmay be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and thisIndenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations,surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or allsuch purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve theCompany of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will giveprompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03hereof.

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Section 4.03 Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notesor cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations applicable to filers other than largeaccelerated filers and accelerated filers (as such terms are used in Rule 12b-2 under the Exchange Act):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file suchreports; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

The availability of the foregoing materials on either the SEC’s EDGAR database service or on the Company’s website shall be deemed to satisfy theCompany’s delivery obligation to deliver such reports.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report onForm 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Companywill file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rulesand regulations applicable to such reports for filers other than large accelerated filers and accelerated filers (as such terms are used in Rule 12b-2 under theExchange Act) (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

If, at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will neverthelesscontinue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such afiling. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC willnot accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periodsthat would apply if the Company were required to file those reports with the SEC.

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required byparagraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, andin Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of theCompany and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) ofthis Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, theinformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after theend of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year

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has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled itsobligations under this Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or herknowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Security Documents in allmaterial respects and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture and the SecurityDocuments (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge) andthat to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest,if any, on the Notes is prohibited or if such event has occurred, a description of the event.

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default orEvent of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respectthereto.

Section 4.05 Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies exceptsuch as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to theHolders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any mannerwhatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affectthe covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expresslywaives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any powerherein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ EquityInterests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its RestrictedSubsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other thandividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributionspayable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving theCompany) any Equity Interests of the Company or any direct or indirect parent of the Company;

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(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company orany Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among theCompany and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made atthe beginning of the applicable four full fiscal quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the FixedCharge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiariessince the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (9), (10), and (11) of paragraph (b) of thisSection 4.07, and excluding Restricted Payments attributable to proceeds of key-man life insurance, with respect to clause (5) of paragraph (b) of thisSection 4.07), is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quartercommencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which financial statements are availableat the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capitalor from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeableDisqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests(other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(C) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid forcash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a RestrictedSubsidiary after the

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date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation; plus

(E) 100% of any dividends received by the Company or a Wholly-Owned Restricted Subsidiary of the Company that is a Guarantor after the date ofthis Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends were not otherwise included in the Consolidated NetIncome of the Company for such period.

(b) With respect to (a) any payments made pursuant to clauses (2), (3), (4), (5) (other than with respect to proceeds of key-man life insurance), and(7) below, so long as no Default or Event of Default has occurred and is continuing or would be caused by such payments, and (b) any payments made pursuantto clauses (1), (5) (with the cash proceeds of key-man life insurance policies and any carryover of such amount as permitted by such clause (5)), (6), (8), (9),(10), and (11) below, regardless of whether any Default or Event of Default has occurred and is continuing or would be caused by such payment, the provisionsof Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend orgiving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied withthe provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiaryof the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equitycapital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded fromclause (3)(B) of Section 4.07(a) hereof;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that iscontractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of PermittedRefinancing Indebtedness;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of theCompany to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of theCompany held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equitysubscription agreement, stock option agreement, shareholders’ agreement or similar agreement or otherwise approved by the Board of Directors; providedthat the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year may not exceed the sum of (i) $3.0million and (ii) the cash proceeds of key-man life insurance policies received in such year by the Company and its Restricted Subsidiaries (it beingunderstood, however, that unused amounts permitted to be paid pursuant to this proviso from any fiscal year are available to be carried over to thesubsequent fiscal year); provided, further, that the aggregate amount spent pursuant to this clause (5) in any fiscal year in which unused amounts from aprior fiscal year have been carried forward may not exceed the sum of (x) $6.0 million and (y) the unused cash proceeds of such key-man life insurancepolicies;

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(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of theexercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of common Disqualified Stock of theCompany or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with Section 4.09(a) hereof;

(8) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of preferred Disqualified Stock of theCompany or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance Section 4.09(a) hereof;

(9) Permitted Payments to Sponsor;

(10) cash payments in lieu of fractional shares issuable as dividends on Capital Stock of the Company or any of its Restricted Subsidiaries; and

(11) other Restricted Payments in an aggregate amount not to exceed $30.0 million since the date of this Indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securitiesproposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective anyconsensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any otherinterest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries (including for purposes of this clause(3) distributions of property as dividends on capital stock).

(b) However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness, any Credit Facility, including the Credit Agreement, and any other agreements as in effect on the dateof this Indenture, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements;provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially morerestrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of thisIndenture;

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(2) this Indenture, the Notes, the Note Guarantees and the Security Documents;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at thetime of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition),which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets ofthe Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(6) purchase money obligations for property or equipment acquired for use in the business of the Company or any of its Restricted Subsidiaries andCapital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale orother disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtednessare not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leasebackagreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation isapplicable only to the assets that are the subject of such agreements; and

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwisebecome directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and theCompany will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however,that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (includingAcquired Debt) or issue preferred stock, if, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for whichfinancial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or suchpreferred stock is issued, as the case may be, would have been at least 2.0 to 1.0,

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determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or theDisqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four full fiscal quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Guarantor of (i) Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount atany one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability ofthe Company and its Restricted Subsidiaries thereunder) and (ii) Indebtedness under any receivables facility (such amounts outstanding under any suchreceivables facility not to exceed $125.0 million outstanding at any given time) in an aggregate principal amount at any one time outstanding under thisclause (1) not to exceed the sum of (i) the Borrowing Base and (ii) $75.0 million;

(2) the incurrence by the Company or any of its Restricted Subsidiaries of Existing Indebtedness and Existing Disqualified Stock;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the dateof this Indenture or Indebtedness represented by Additional Notes, or any other Parity Lien Debt, that may be issued on a future date in exchange for 2012Notes;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financingsor purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction,installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (whether through thedirect purchase of assets or the Capital Stock of any Person owning such assets) within 90 days of such purchase, design, construction, installation orimprovement in an aggregate principal amount, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge anyIndebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $25.0 million and (b) 3.0% of Total Assets at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds ofwhich are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted bythis Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3) or (5) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of itsRestricted Subsidiaries; provided, however, that:

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness mustbe expressly subordinated, upon an Event of Default, to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the caseof the Company, or the Note Guarantee, in the case of a Guarantor; and

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(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company ora Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or aRestricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such RestrictedSubsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock;provided, however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company ora Restricted Subsidiary of the Company; and

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that waspermitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu withthe Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insuranceobligations, bankers’ acceptances, trade letters of credit, performance and surety bonds in the ordinary course of business;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financialinstitution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within fiveBusiness Days;

(12) Indebtedness arising from any agreement entered into by the Company or any of its Restricted Subsidiaries providing for indemnification, purchaseprice adjustment, holdback, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other thanGuarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets permitted by this Indenture;

(13) the incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt of Restricted Subsidiaries acquired or assumed by theCompany or another Restricted Subsidiary of the Company, or resulting from the merger or consolidation of one or more Persons into or with one or moreRestricted Subsidiaries of the Company; provided that (a) such Acquired Debt is not incurred in contemplation of the respective acquisition, merger orconsolidation, and (b) after giving effect to any Acquired Debt acquired or assumed pursuant to this clause (13),

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(A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; or

(B) the Company’s Fixed Charge Coverage Ratio at the time of such acquisition or merger, after giving pro forma effect to such acquisition or merger,would be greater than the Company’s actual Fixed Charge Coverage Ratio immediately prior to such acquisition or merger;

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness for the sole purpose of financing the payment of insurancepremiums in the ordinary course of business;

(15) the incurrence by the Company of Disqualified Capital Stock issued to any officer, director or employee of the Company or any of its RestrictedSubsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholder’s agreement or similar agreement, or otherwise approvedby the Board of Directors; and

(16) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value,as applicable) at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtednessincurred pursuant to this clause (16), not to exceed $50.0 million.

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated inright of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of paymentto the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractuallysubordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured or by virtue of being secured on a first orjunior Lien basis.

For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of thecategories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will bepermitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner thatcomplies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under thisIndenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additionalIndebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment ofdividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtednessor an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment isincluded in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that theCompany or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchangerates or currency values.

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The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair MarketValue of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.For purposes of this provision, each of the following will be deemed to be cash:

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other thancontingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of anysuch assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within180 days, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash received in that conversion;and

(C) any stock or assets of the kind referred to in clauses (2) or (4) of Section 4.10(b) hereof.

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale or a Casualty Event, the Company (or the applicable Restricted Subsidiary, asthe case may be) may apply such Net Proceeds:

(1) to repay Priority Lien Debt and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respectthereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, a Person engaged in a Permitted Business, if, after giving effect to any suchacquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

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(3) to make a capital expenditure; or

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

provided, that the application of any Net Proceeds from an Asset Sale that constitutes a Sale of Collateral or from a Casualty Event in accordance with clauses(2) through (4) of this Section 4.10(b) shall be used to purchase, acquire or improve assets that would constitute Collateral; and provided, further, that therequirements of clauses (2) through (4) of this Section 4.10(b) shall be deemed to be satisfied if a binding agreement committing to make the acquisitions orexpenditures referenced in such clauses is entered into by the Company or its Restricted Subsidiaries within 365 days after receipt of any Net Proceeds andsuch Net Proceeds are applied in accordance with such agreement; provided, however, that if the Net Proceeds to be applied pursuant to such agreement are notapplied within 180 days of the date of such agreement, such Net Proceeds shall be considered Excess Proceeds.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds.” When theaggregate amount of Excess Proceeds exceeds $15.0 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes andall holders of other Parity Lien Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with theproceeds of sales of assets to purchase the maximum principal amount of Notes and such other Parity Lien Debt that may be purchased out of the ExcessProceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase (or, inrespect of such Parity Lien Debt, such lesser price, if only, as may be provided for by the terms of such Parity Lien Debt), and will be payable in cash. To theextent that the aggregate amount of Notes and Parity Lien Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company mayuse such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Parity Lien Debt tendered intosuch Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Parity Lien Debt to be purchased on a pro ratabasis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to theextent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisionsof any securities laws or regulations conflict with Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws andregulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of anyof its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would havebeen obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

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(2) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $7.5 million, aresolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause(1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board ofDirectors of the Company; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million,an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting,appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11 (a) hereof:

(1) any employment agreement, employee benefit plan, officer, employee or director indemnification agreement or any similar arrangement entered intoby the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Companyowns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company;

(6) Restricted Payments that do not violate Section 4.07 hereof;

(7) Permitted Payments to Sponsor;

(8) loans or advances to employees in the ordinary course of business not to exceed $3.0 million in the aggregate at any one time outstanding; and

(9) payments of cash bonuses to officers and employees approved by the Board of Directors.

Section 4.12 Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of anykind on any asset now owned or hereafter acquired, except Permitted Liens.

Section 4.13 Business Activities.

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The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to suchextent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of the Guarantors, in accordance with the respective organizationaldocuments (as the same may be amended from time to time) of the Company or any Guarantor; and

(2) the material rights (charter and statutory), licenses and franchises of the Company and the Guarantors; provided, however, that the Company shall notbe required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Guarantors, if the Board ofDirectors shall determine that the preservation thereof, or the existence of such Guarantor, is no longer desirable in the conduct of the business of theCompany and the Guarantors, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

(a) Upon the occurrence of a Change of Control, the Company will commence, within the time frame set forth in the last paragraph of Section 4.15(b)hereof, an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’sNotes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notesrepurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the“Change of Control Payment”). Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction ortransactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the“Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change ofControl Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the formentitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the addressspecified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Daypreceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amountof Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of theNotes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to theextent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that theprovisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.15, the Company will comply with theapplicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue ofsuch compliance.

(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principalamount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee willpromptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion ofthe Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change ofControl Payment Date.

Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company will eitherrepay all outstanding Priority Debt or obtain the requisite consents, if any, under all agreements governing outstanding Priority Debt to permit the repurchase ofNotes required by this Section 4.15.

(c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change ofControl if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth inSection 3.09 hereof and this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice ofredemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

Section 4.16 Limitation on Issuances and Sales of Equity Interests in Wholly-Owned Subsidiaries.

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The Company will not, and will not permit any of its Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests inany Wholly-Owned Restricted Subsidiary of the Company to any Person (other than the Company or a Wholly-Owned Subsidiary of the Company), unless:

(1) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly-Owned Restricted Subsidiary; and

(2) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10 hereof.

In addition, the Company will not permit any Wholly-Owned Restricted Subsidiary of the Company to issue any of its Equity Interests (other than, ifnecessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Company or a Wholly-Owned RestrictedSubsidiary of the Company.

Section 4.17 Limitation on Issuances of Guarantees of Indebtedness.

The Company will not permit any of its Restricted Subsidiaries which is not a Guarantor, directly or indirectly, to Guarantee or pledge any assets to securethe payment of any other Indebtedness of the Company unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture tothis Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu withsuch Restricted Subsidiary’s Guarantee of or pledge to secure such other Indebtedness.

The Note Guarantee of a Guarantor will automatically and unconditionally be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation)to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or otherdisposition does not violate Section 4.10 hereof;

(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor (or that Guarantor’s direct or indirect parent) to a Personthat is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other dispositiondoes not violate Section 4.10 hereof;

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicableprovisions of this Indenture; or

(4) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02 and Article 12 hereof.

Section 4.18 Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for thebenefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notesunless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in thesolicitation documents relating to such consent, waiver or agreement.

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Section 4.19 Additional Note Guarantees.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the date of this Indenture, then thatnewly acquired or created Domestic Restricted Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counselsatisfactory to the Trustee within 30 Business Days of the date on which it was acquired or created; provided that any Domestic Restricted Subsidiary thatconstitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of such NoteGuarantee is attached as Exhibit E hereto.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause aDefault. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by theCompany and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of thedesignation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of PermittedInvestments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the RestrictedSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy ofa resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with thepreceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements asan Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary willbe deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such dateunder Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time redesignate anyUnrestricted Subsidiary to be a Restricted Subsidiary of the Company if that redesignation would not cause a Default; provided that such designation will bedeemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary andsuch designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designationhad occurred at the beginning of the four full fiscal quarter reference period; and (2) no Default or Event of Default would be in existence following suchdesignation.

ARTICLE 5SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the survivingcorporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its RestrictedSubsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either:

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(A) the Company is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United Statesor the District of Columbia;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment,transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture, and the SecurityDocuments pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment,transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any relatedfinancing transactions as if the same had occurred at the beginning of the applicable four full fiscal quarter period:

(A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the Section 4.09(a)hereof; or

(B) have a Fixed Charge Coverage Ratio that is greater than the actual Fixed Charge Coverage Ratio of the Issuer immediately prior to suchtransaction.

In addition, the Company will not, directly or indirectly, lease all or substantially all of its and its Restricted Subsidiaries, taken as a whole, properties orassets, in one or more related transactions, to any other Person.

This Section 5.01 will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company andits Restricted Subsidiaries.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties orassets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by suchconsolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shallsucceed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or otherdisposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exerciseevery right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided,however, that the predecessor Company shall not be relieved from the obligation to pay

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the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with theprovisions of, Section 5.01 hereof.

ARTICLE 6DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.15 or 5.01 hereof;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% inaggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture or any of theSecurity Documents;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced anyIndebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any ofits Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay the principal of such Indebtedness at the final Stated Maturity of such Indebtedness (a “Payment Default”); or

(B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there hasbeen a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregatingin excess of $20.0 million (net of any amount covered by insurance of a reputable and creditworthy insurer that has not contested coverage or reservedrights with respect to the underlying claim), which judgments are not paid, discharged or stayed for a period of 60 days;

(7) the occurrence of any of the following:

(A) except as permitted by this Indenture, any Security Document ceases for any reason to be fully enforceable; provided, that it will not be an Eventof Default under this clause (7)(a) if the sole result of the failure of one or more Security Documents to be fully enforceable is that any Parity Lienpurported to be granted under such Security Documents on Collateral, individually or in the aggregate, having an estimated good faith

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value of not more than $10.0 million ceases to be an enforceable and perfected Lien, subject as to priority only to Permitted Prior Liens;

(B) any Parity Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having an estimated goodfaith value in excess of $10.0 million ceases to be an enforceable and perfected Lien, subject as to priority only to Permitted Prior Liens; or

(C) the Company or any other Pledgor, or any Person acting on behalf of any of them, denies or disaffirms, in writing, any obligation of the Companyor any other Pledgor set forth in or arising under any Security Document;

(8) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, takentogether, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) admits in writing its inability to pay its debts as they become due;

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries ofthe Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiariesof the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of itsRestricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute aSignificant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiariesof the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(10) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reasonto be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its NoteGuarantee.

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Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of theCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a SignificantSubsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and iscontinuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due andpayable immediately.

Upon any such declaration, the Notes shall become due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders,rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (exceptnonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, andinterest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omissionby the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute awaiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of allof the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment ofthe principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that with respect to a Defaultor Event of Default, other than a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes (includingin connection with an offer to purchase), the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration andits consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and anyEvent of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequentor other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding forexercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction

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that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve theTrustee in personal liability.

Section 6.06 Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(1) such Holder gives to the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss,liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a directioninconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder ofa Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on theNote, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of anysuch payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have theright to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment thereinwould, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name andas trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on, the Notes andinterest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection,including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of theTrustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders ofthe Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitledand empowered to collect, receive and

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distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized byeach Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, topay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and anyother amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances ofthe Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be deniedfor any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and otherproperties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement orotherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of theclaim of any Holder in any such proceeding.

Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilitiesincurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priorityof any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as aTrustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in itsdiscretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faithof the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant toSection 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7TRUSTEE AND COLLATERAL TRUSTEE

Section 7.01 Duties of Trustee.

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(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use thesame degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that arespecifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinionsexpressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee willexamine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligentin ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant toSection 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and(c) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation toexercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnitysatisfactory to it against any loss, liability or expense.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trustby the Trustee need not be segregated from other funds except to the extent required by law.

(g) In no event shall the Trustee be personally liable (i) for special, consequential or punitive damages, (ii) for the acts or omissions of its nominees,correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of brokers or dealers, and (iv) for any losses due to forces beyond thecontrol of the Trustee, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes oracts of God and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. The Trustee shall have noresponsibility for the accuracy of any information provided to the Holders or any other person that has been obtained from, or provided to the Trustee by, anyother entity.

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Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely in good faith upon any document reasonably believed by it to be genuine and to have been signed or presented by theproper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not be liablefor any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel andthe written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any actiontaken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powersconferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by anOfficer of the Company.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of theHolders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by itin compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate ofthe Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminatesuch conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agentmay do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountablefor the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of thisIndenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsiblefor any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indentureother than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and to the actual knowledge of the Trustee, the Trustee will mail to Holders of Notes a notice of theDefault or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of,

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premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determinesthat withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

(a) Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, theTrustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2).The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with theSEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company will promptly notify the Trustee when the Notesare listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

(a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as shall beagreed upon in writing by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an expresstrust. The Company will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or madeby it in addition to the compensation for its services. Such expenses will include the reasonable out-of-pocket fees, disbursements and expenses of the Trustee’sagents and counsel.

(b) The Company and the Guarantors will jointly and severally indemnify the Trustee against any and all losses, liabilities, claims, actions, suits, costs orexpenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against anyclaim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any ofits powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, willful misconduct or bad faith. TheTrustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve theCompany or any of the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in thedefense. The Trustee may have separate counsel at its own expense (i) unless the Company fails to assume the defense of such claim, (ii) if there is an actualconflict of interests or (iii) if there is the potential for the imposition of criminal liability, in which case the Company will pay the reasonable fees and expensesof such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonablywithheld, conditioned or delayed.

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and theresignation or removal of the Trustee.

(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money orproperty held or collected by the Trustee,

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except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture and theresignation or removal of the Trustee.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and thecompensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under anyBankruptcy Law.

(f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance ofappointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company at least 30 days in advance.The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company inwriting. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint asuccessor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or theHolders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of asuccessor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holdermay petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation orremoval of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to thesuccessor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit ofthe retiring Trustee.

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Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successorcorporation without any further act will be the successor Trustee, so long as it is eligible to serve as Trustee under Section 7.10 hereof.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of anystate thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authoritiesand that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall besubject to TIA § 311(a) to the extent indicated therein.

Section 7.12 Appointment

Each Holder agrees to the appointment of the Trustee, as the initial trustee for the benefit of Holders under this Indenture, and to the appointment of theCollateral Trustee as the initial collateral trustee, for the benefit of Holders under the Collateral Trust Agreement. The Collateral Trustee may act as collateraltrustee, collateral agent or any similar title that the Collateral Trustee deems necessary or convenient for the purpose of perfecting the security interests in theCollateral. Each Holder authorizes the Trustee and Collateral Trustee, as applicable, each in such capacity, through its agents or employees, to execute anddeliver any Note Documents and take such actions on its behalf under the provisions of this Indenture, the Collateral Trust Agreement and the other NoteDocuments and to exercise such powers and perform such duties as are expressly delegated to such Trustee or Collateral Trustee, as applicable, by the terms ofthis Indenture, the Collateral Trust Agreement and the other Note Documents, together with such actions and powers as are reasonably incidental thereto.

ARTICLE 8LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have eitherSection 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subjectto the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all

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outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by theoutstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and theother Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guaranteesand this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except forthe following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when suchpayments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith;and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its optionunder Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subjectto the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.05,4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Noteson and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemednot “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection withsuch covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemedoutstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, theCompany and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant,whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to anyother provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof,but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon theCompany’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04hereof, Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

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(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable GovernmentSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firmof independent public accountants, to pay the principal of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof oron the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for paymentor to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that:

(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognizeincome, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, inthe same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders ofthe outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject tofederal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had notoccurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resultingfrom the borrowing of funds to be applied to such deposit and the granting of Liens in connection therewith) and the deposit will not result in a breach orviolation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or anyGuarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement orinstrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries isbound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferringthe Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Companyor others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to theLegal Defeasance or the Covenant Defeasance have been complied with.

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The Collateral will be released from the Lien securing the notes, as provided under the Collateral Trust Agreement upon a Legal Defeasance or CovenantDefeasance in accordance with the provisions in this Article 8.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or otherqualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be heldin trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any PayingAgent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereonin respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable GovernmentSecurities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge whichby law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of theCompany any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firmof independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered underSection 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or CovenantDefeasance.

Section 8.06 Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, orinterest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to theCompany on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to lookonly to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of theCompany as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any suchrepayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice thatsuch money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, anyunclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, asthe case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though nodeposit had occurred pursuant to Section

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8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as thecase may be; provided, however, that, if the Company makes any payment of principal of, or premium, if any, or interest on, any Note following thereinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by theTrustee or Paying Agent.

ARTICLE 9AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or theNote Guarantees without the consent of any Holder of Note:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to theCompany or such Guarantor pursuant to Article 5 or Article 10 hereof;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rightshereunder of any Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to conform the text of this Indenture, the Note Guarantees, the Security Documents or the Notes to any provision of the “Description of Indebtedness—Description of 2016 Notes” section of the Company’s Confidential Memorandum, dated December 16, 2009, relating to the exchange of the Notes foroutstanding 2012 Notes, to the extent that such provision in that “Description of Indebtedness—Description of 2016 Notes” was intended to be a verbatimrecitation of a provision of this Indenture, the Note Guarantees, the Security Documents or the Notes;

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes, to add additional Guarantors orrelease Guarantors from Note Guarantees, each in accordance with the terms of this Indenture; or

(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release ofCollateral that becomes effective as set forth in this Indenture or any of the Security Documents.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplementalindenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and

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the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any furtherappropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplementalindenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation,Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amountof the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtainedin connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Eventof Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest on, the Notes, except a payment defaultresulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waivedwith the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, ifany) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, theNotes).

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplementalindenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt bythe Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended orsupplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture orotherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplementor waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby anotice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, inany way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of amajority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Companywith any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement orwaiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or reduce the premium payable upon the redemption of any Note or change the timeat which any Note may be redeemed (except with respect to repurchases required by Sections 4.10 and 4.15 hereof);

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(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration ofthe Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resultedfrom such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults, Events of Default or the rights of Holders of Notes to receivepayments of principal of, or interest or premium, if any, on, the Notes;

(7) waive a redemption payment payable with respect to any Note (other than a payment required by Sections 4.10 or 4.15 hereof);

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially allof the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes thenoutstanding.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as thenin effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note andevery subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is notmade on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives writtennotice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective inaccordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchangefor all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement orwaiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.06 Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adverselyaffect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directorsof the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof)will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counselstating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to theexecution and delivery of such amendment or supplement have been met.

ARTICLE 10COLLATERAL AND SECURITY

Section 10.01 Equal and Ratable Sharing of Collateral by Holders of Parity Lien Debt.

Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence of any Series of Parity Lien Debt; (3) theorder or method of attachment or perfection of any Liens securing any Series of Parity Lien Debt; (4) the time or order of filing or recording of financingstatements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral; (5) the time of taking possession or control over anyCollateral; (6) that any Parity Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any otherLien; or (7) the rules for determining priority under any law governing relative priorities of Liens:

(a) all Parity Liens granted at any time by the Company or any other Pledgor shall secure, equally and ratably, all present and future Parity Lien Obligations;and

(b) all proceeds of all Parity Liens granted at any time by the Company or any other Pledgor shall be allocated and distributed equally and ratably onaccount of the Parity Lien Debt and other Parity Lien Obligations.

The foregoing provision is intended for the benefit of, and shall be enforceable as a third party beneficiary by, each present and future holder of Parity LienObligations, each present and future Parity Lien Representative and the Collateral Trustee as holder of Parity Liens. The Parity Lien Representative of eachfuture Series of Parity Lien Debt shall be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and the Trustee at the time ofincurrence of such Series of Parity Lien Debt.

Section 10.02 Ranking of Parity Liens.

Notwithstanding: (1) anything to the contrary contained in the Security Documents; (2) the time of incurrence of any Series of Secured Debt; (3) the orderor method of attachment or perfection of any Liens securing any Series of Secured Debt; (4) the time or order of filing or recording of financing statements,mortgages or other documents filed or recorded to perfect any Lien upon any Collateral; (5) the time of taking possession or control over any Collateral;(6) that any Priority Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or(7) the rules for determining priority under any law governing relative priorities of Liens, all Parity Liens at any time granted by the Company or any otherPledgor shall be subject and subordinate to all Priority Liens securing (i) Priority Lien Debt up to the Priority Lien Cap and (ii) all other Obligations in respectof Priority Lien Debt.

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The foregoing provision is intended for the benefit of, and shall be enforceable as a third party beneficiary by, each present and future holder of PriorityLien Obligations, each present and future Priority Lien Representative and the Collateral Trustee as holder of the Priority Liens. No other Person shall beentitled to rely on, have the benefit of or enforce those provisions. The Parity Lien Representative of each future Series of Parity Lien Debt shall be required todeliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and each Priority Lien Representative at the time of incurrence of such Series ofParity Lien Debt.

In addition, the foregoing provision is intended solely to set forth the relative ranking, as Liens, of the Liens securing Parity Lien Debt as against thePriority Liens. Neither the Notes, nor any other Parity Lien Obligations nor the exercise or enforcement of any right or remedy for the payment or collectionthereof are intended to be, or shall ever be by reason of the foregoing provision, in any respect subordinated, deferred, postponed, restricted or prejudiced.

Section 10.03 Relative Rights.

Nothing in the Note Documents shall:

(a) impair, as between the Company and the Holders of the Notes, the obligation of the Company to pay principal of, and premium, if any, and interest onthe Notes in accordance with their terms or any other obligation of the Company or any other Pledgor;

(b) affect the relative rights of Holders of Notes as against any other creditors of the Company or any other Pledgor (other than holders of Priority Liens,Permitted Prior Liens or other Parity Liens);

(c) restrict the right of any Holder of Notes to sue for payments that are then due and owing (but not enforce any judgment in respect thereof against anyCollateral to the extent specifically prohibited under the Collateral Trust Agreement);

(d) restrict or prevent any Holder of Notes, or any other Parity Lien Obligations, the Collateral Trustee or any Parity Lien Representative from exercisingany of its rights or remedies upon a Default or Event of Default not specifically restricted or prohibited by the Collateral Trust Agreement; or

(e) restrict or prevent any Holder of Notes, or any other Parity Lien Obligations, the Collateral Trustee or any Parity Lien Representative from taking anylawful action in an insolvency or liquidation proceeding not specifically restricted or prohibited by the Collateral Trust Agreement.

Section 10.04 Compliance with Trust Indenture Act.

To the extent applicable, the Company shall comply with the provisions of TIA §314.

To the extent applicable, the Company shall cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities subjectto the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an Officer of the Companyexcept in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer,appraiser or other expert selected by or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this paragraph, the Company shallnot be required to comply with all or any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d)and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion ofTIA §314(d) is inapplicable to one or a series of released Collateral.

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Section 10.05 Further Assurances; Insurance.

(a) The Company and each of the other Pledgors shall do or cause to be done all acts and things that may be required, or that the Collateral Trustee fromtime to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Secured Obligations, duly createdand enforceable and perfected Liens upon the Collateral (including any property or assets that are acquired or otherwise become Collateral after the Notes areissued), in each case, as contemplated by, and with the Lien priority required under, the Secured Debt Documents.

Upon the reasonable request of the Collateral Trustee or any Secured Debt Representative at any time and from time to time, the Company and each of theother Pledgors shall promptly execute, acknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and takesuch other actions as shall be reasonably required, or that the Collateral Trustee may reasonably request, to create, perfect, protect, assure or enforce the Liensand benefits intended to be conferred, in each case as contemplated by the Secured Debt Documents for the benefit of the holders of Secured Obligations.

(b) At any time when no Priority Lien Documents are in effect, the Company and the other Pledgors shall:

(1) keep their properties adequately insured at all times by financially sound and reputable insurers;

(2) maintain such other insurance, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and otherrisks insured against by extended coverage and coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating inthe same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about orin connection with the use of any properties owned, occupied or controlled by them;

(3) maintain such other insurance as may be required by law;

(4) maintain title insurance on all real property Collateral insuring the Collateral Trustee’s Lien on that property, subject only to Permitted Prior Liensand other exceptions to title reasonably approved by the Collateral Trustee; provided that title insurance need only be maintained on any particular parcel ofreal property if and to the extent title insurance is maintained in respect of Priority Liens on that property; and

(5) maintain such other insurance as may be required by the Security Documents.

(c) Upon the request of the Collateral Trustee, the Company and the other Pledgors shall furnish to the Collateral Trustee full information as to theirproperty and liability insurance carriers. The Collateral Trustee, as agent for the holders of Secured Obligations, as a class, shall be named as additional insuredon all insurance policies of the Company and the other Pledgors and the Collateral Trustee shall be named as loss payee, with 30 days’ notice of cancellationor, if provided to the Company, notice of material change, on all property and casualty insurance policies of the Company and the other Pledgors.

Section 10.06 Release of Liens in Respect of Notes.

The Collateral Trustee’s Parity Liens upon the Collateral shall no longer secure the Notes outstanding under this Indenture or any other Obligations underthis Indenture, and the right of the

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Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Parity Liens on the Collateral shall terminate and bedischarged:

(a) upon satisfaction and discharge of this Indenture as set forth under Article 12 hereof;

(b) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8 hereof;

(c) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under thisIndenture at the time the Notes are paid in full and discharged; or

(d) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article 9 hereof.

ARTICLE 11NOTE GUARANTEES

Section 11.01 Guarantee.

(a) Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated anddelivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or theobligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemptionor otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders orthe Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full whendue or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severallyobligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes orthis Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof orthereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legalor equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in theevent of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever andcovenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

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(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or othersimilar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to theextent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed herebyuntil payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders andthe Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and(2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) willforthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from anynon-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of suchGuarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the UniformFraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee,the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after givingeffect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to anycollections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such otherGuarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in theform attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that thisIndenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 hereof will remain in full force and effect notwithstanding any failure toendorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note onwhich a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in thisIndenture on behalf of the Guarantors.

Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.

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Except as otherwise provided in Section 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidatewith or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) either:

(A) subject to Section 11.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any suchconsolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee on the terms set forthherein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or

(B) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including withoutlimitation, Section 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed anddelivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all ofthe covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantorwith the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guaranteesto be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All theNote Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafterissued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes willprevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of aGuarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.05 Releases.

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or asale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to suchtransactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger,consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition ofall or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceedsof such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof.Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was madeby the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the

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Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released andrelieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order to evidence the release of anyGuarantor from its obligations under its Note Guarantee.

(c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, eachGuarantor will be released and relieved of any obligations under its Note Guarantee. The Trustee will execute any documents reasonably required in order toevidence the release of any Guarantor from its obligations under its Note Guarantee.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principalof and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose paymentmoney has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice ofredemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to bedeposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or acombination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entireIndebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity orredemption;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit as a result of the Company’s failure to comply withSection 4.15 hereof and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company orany Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

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(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notesat maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction anddischarge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of thisSection 12.01, the provisions of Sections 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 12.01 will be deemed to discharge thoseprovisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied byit, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Companyacting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whosepayment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legalproceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, theCompany’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant toSection 12.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of thereinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money orGovernment Securities held by the Trustee or Paying Agent.

ARTICLE 13MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 13.02 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first classmail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to the Company and/or any Guarantor:

Builders FirstSource Inc.2001 Bryan Street, Suite 1600Dallas, Texas 75201Facsimile No.: (214) 880-3599Attention: General Counsel

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLPOne Rodney Square, P.O. Box 636Wilmington, Delaware 19899-0636Facsimile No.: (302) 651-3001Attention: Allison L. Land, Esq.

If to the Trustee:

Wilmington Trust CompanyRodney Square North1100 North Market StreetWilmington, Delaware 19890-1600Facsimile No.: (302) 636-4140Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices orcommunications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personallydelivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and thenext Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courierguaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Persondescribed in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect itssufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

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Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, theTrustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposedaction have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuantto TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate oropinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to expressan informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and setreasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for anyobligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees, the Note Documents or for any claim based on, in respectof, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and releaseare part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES ANDTHE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any suchindenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.10 Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind itssuccessors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 11.05 hereof.

Section 13.11 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisionswill not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.13 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of referenceonly, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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SIGNATURES BUILDERS FIRSTSOURCE, INC. a Delaware Corporation By:

Name: Title:

BUILDERS FIRSTSOURCE – NORTHEAST GROUP, LLC, a Delaware limitedliability company, as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – TEXAS GENPAR, LLC, a Delaware limited liabilitycompany, as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – MBS, LLC, a Delaware limited liability company, asGuarantor

By:

Name: Title:

(Signature page to Indenture)

BUILDERS FIRSTSOURCE – TEXAS GROUP, L.P., a Texas limited partnership, asGuarantor

By:

Name: Title: BFS TEXAS, LLC, a Delaware limited liability company, as Guarantor By:

Name: Title:

BUILDERS FIRSTSOURCE – SOUTH TEXAS, L.P., a Texas limited partnership, asGuarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – TEXAS INSTALLED SALES, L.P., a Texas limitedpartnership, as Guarantor

By:

Name: Title: BFS IP, LLC, a Delaware limited liability company, as Guarantor By:

Name: Title:

(Signature page to Indenture)

BUILDERS FIRSTSOURCE – INTELLECTUAL PROPERTY, L.P., a Texas limitedpartnership, as Guarantor

By:

Name: Title: BUILDERS FIRSTSOURCE HOLDINGS, INC., a Delaware corporation, as Guarantor By:

Name: Title:

BUILDERS FIRSTSOURCE – DALLAS, LLC, a Delaware limited liability company,as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – FLORIDA, LLC, a Delaware limited liability company,as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – FLORIDA DESIGN CENTER, LLC, a Delawarelimited liability company, as Guarantor

By:

Name: Title:

(Signature page to Indenture)

BUILDERS FIRSTSOURCE – OHIO VALLEY, LLC, a Delaware limited liabilitycompany, as Guarantor

By:

Name: Title: BFS, LLC, a Delaware limited liability company, as Guarantor By:

Name: Title:

BUILDERS FIRSTSOURCE – ATLANTIC GROUP, LLC, a Delaware limited liabilitycompany, as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – SOUTHEAST GROUP, LLC, a Delaware limitedliability company, as Guarantor

By:

Name: Title: CCWP, INC, a South Carolina close corporation, as Guarantor By:

Name: Title:

(Signature page to Indenture)

BUILDERS FIRSTSOURCE – RALEIGH, LLC, a Delaware limited liability company,as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – COLORADO GROUP, LLC, a Delaware limitedliability company, as Guarantor

By:

Name: Title:

BUILDERS FIRSTSOURCE – COLORADO, LLC, a Delaware limited liabilitycompany, as Guarantor

By:

Name: Title:

(Signature page to Indenture)

WILMINGTON TRUST COMPANY By: Name: Title:

(Signature page to Indenture)

[Face of Note]

CUSIP/CINS

Second Priority Senior Secured Floating Rate Notes due 2016 No. ___ $

BUILDERS FIRSTSOURCE, INC.

promises to pay to [ ] or registered assigns, the principal sum of DOLLARS

on February 15, 2016.

Interest Payment Dates: February 15, May 15, August 15 and November 15

Record Dates: February 1, May 1, August 1 and November 1

Dated: BUILDERS FIRSTSOURCE, INC. By: Name: Title:

This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST COMPANY, as Trustee By:

Authorized Signatory

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[Back of Note]Second Priority Senior Secured Floating Rate Notes due 2016

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TOSECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIORWRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BETRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TOA SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THECOMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTEREDIN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (ANDANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCHAS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANYOTHER SECURITIES LAWS. THIS SECURITY MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOTSUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,PRIOR TO THE DATE THAT IS SIX MONTHS AFTER THE ORIGINAL ISSUE DATE HEREOF OR SUCH OTHER PERIOD AS PROMULGATED BYTHE SECURITIES AND EXCHANGE COMMISSION ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A “QUALIFIEDINSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT, (C) TO AN “ACCREDITED INVESTOR” WITHINTHE MEANING OF RULE 501(A) OF THE SECURITIES ACT SUBJECT TO THE RIGHT OF THE COMPANY PRIOR TO ANY OFFER, SALE ORTRANSFER ,TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORYTO IT, (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,(E) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTIONPURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDERTHE SECURITIES ACT

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OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST. Builders FirstSource, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at arate equal to the greater of (i) the LIBOR Rate or (ii) 3.0%, plus, in each case, 10.0%, from [___], 2010, until maturity. The LIBOR Rate will be resetquarterly. The LIBOR Rate for the first quarterly period ending on February 15, 2010, will be .2725%, and the applicable interest rate for the first quarterlyperiod ending on February 15, 2010, will be [___]% per annum. The Company will pay interest quarterly in arrears on February 15, May 15, August 15 andNovember 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest onthe Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that ifthere is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the nextsucceeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest PaymentDate shall be February 15, 2010. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdueprincipal and premium, if any, from time to time on demand at a rate that is 2.0% per annum in excess of the rate then in effect to the extent lawful; it willpay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to anyapplicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year oftwelve 30-day months.

(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notesat the close of business on the February 1, May 1, August 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled aftersuch record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. TheNotes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the option ofthe Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that paymentby wire transfer of immediately available funds will be required with respect to principal of and interest, premium, if any, on all Global Notes and all otherNotes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin orcurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company, the Trustee under the Indenture, will act as Paying Agent and Registrar. TheCompany may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes under an Indenture dated as of [ ], 2010 (the “Indenture”) amongthe Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by referenceto the TIA. THE NOTES ARE SUBJECT TO ALL SUCH TERMS, AND HOLDERS ARE REFERRED TO THE INDENTURE AND SUCH ACTFOR A

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STATEMENT OF SUCH TERMS. TO THE EXTENT ANY PROVISION OF THIS NOTE CONFLICTS WITH THE EXPRESS PROVISIONSOF THE INDENTURE, THE PROVISIONS OF THE INDENTURE SHALL GOVERN AND BE CONTROLLING. The Notes are securedobligations of the Company. The Notes are secured by a second priority lien on substantially all of the Company’s assets pursuant to the SecurityDocuments referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) On or after February 15, 2011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, atthe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to theapplicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights ofHolders on the relevant record date to receive interest on the relevant interest payment date:

Year Percentage2011 102.500%2012 101.000%2013 and thereafter 100.000%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called forredemption on the applicable redemption date.

(b) At any time prior to February 15, 2011, the Company may on any one or more occasions redeem all or a part of the Notes, upon not lessthan 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 105% of theprincipal amount of Notes redeemed plus accrued and unpaid interest to the date of redemption (the “Redemption Date”), subject to the rights of Holders onthe relevant record date to receive interest due on the relevant interest payment date.

(6) MANDATORY REDEMPTION.

The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchaseall or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principalamount thereof plus accrued and unpaid interest thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receiveinterest due on the relevant interest payment date (the “Change of Control Payment”). Within 10 days following any Change of Control, the Company willmail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which theaggregate amount of Excess Proceeds exceeds $15.0 million, the Company will commence an offer to all Holders of Notes and all holders

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of Parity Lien Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of salesof assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other Parity LienDebt that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accruedand unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount ofNotes and Parity Lien Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such deficiency for anypurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Parity Lien Debt tendered into such Asset Sale Offerexceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Parity Lien Debt to be purchased on a pro rata basis. Holders ofNotes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect tohave such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to eachHolder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemptiondate if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of$1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require aHolder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and feesrequired by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected forredemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of anyNotes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest PaymentDate.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended orsupplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes,if any, voting as a single class, and any existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the NoteGuarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including AdditionalNotes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended orsupplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to providefor the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation or saleof substantially all of the Company’s or such Guarantor’s assets, to make any change that would provide any additional rights or benefits to the Holders ofthe Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order toeffect or maintain the qualification of the Indenture under the

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TIA, to conform the text of the Indenture, Security Documents or the Notes to any provision of the “Description of Indebtedness—Description of 2016Notes” section of the Company’s Confidential Memorandum, dated December 16, 2009, relating to the exchange of the Notes for outstanding 2012 Notes,to the extent that such provision in that “Description of Indebtedness—Description of 2016 Notes” was intended to be a verbatim recitation of a provisionof the Indenture, the Note Guarantees, the Security Documents or the Notes; to provide for the issuance of Additional Notes in accordance with thelimitations set forth in this Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respectto the Notes, to add additional Guarantors or release Guarantors from Note Guarantees, each in accordance with the terms of the Indenture, or to make,complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral thatbecomes effective as set forth in the Indenture or any of the Security Documents.

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in thepayment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or any ofits Restricted Subsidiaries to comply with the provisions of Sections 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its RestrictedSubsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes thenoutstanding voting as a single class to comply with any of the other agreements in this Indenture or any of the Security Documents; (v) default under one ormore instruments evidencing or securing Indebtedness of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by theCompany or any of its Restricted Subsidiaries) having an outstanding principal amount of $20.0 million or more that has resulted in the acceleration of thepayment of such Indebtedness or the failure to pay the principal of such Indebtedness at the final Stated Maturity of such Indebtedness; (vi) certain finaljudgments for the payment of money in an amount of $20.0 million or more that remain undischarged for a period of 60 days; (vii) the occurrence of (a) anySecurity Document ceasing to be enforceable, with certain exceptions, (b) any Parity Lien, individually or in the aggregate, having an estimated good faithvalue in excess of $10.0 million, ceasing to be an enforceable and perfected Lien, subject to Permitted Prior Liens, (c) the Company or any other Pledgordenies or disaffirms, in writing, any obligation of the Company or any other Pledgor set forth in or arising under any Security Document; (viii) certainevents of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group ofRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Guarantee isheld in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person actingon its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or theHolders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes willbecome due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in theIndenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in itsexercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Defaultor Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. TheHolders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes,rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event ofDefault in

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the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statementregarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee astatement specifying such Default or Event of Default.

(13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and performservices for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(14) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company or anyGuarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or theNote Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Notewaives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. The waiver may not be effective towaive liabilities under federal securities laws.

(15) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

(17) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Companyhas caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. Norepresentation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may beplaced only on the other identification numbers placed thereon.

(18) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THEINDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OFLAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Builders FirstSource, Inc.2001 Bryan Street, Suite 1600Dallas, Texas 75201Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code) and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature: (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

oSection 4.10 oSection 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amountyou elect to have purchased:

$

Date:

Your Signature: (Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of anotherGlobal Note or Definitive Note for an interest in this Global Note, have been made: Principal Amount Amount of decrease in Amount of increase in [at maturity] of this Principal Amount Principal Amount Global Note following Signature of authorized [at maturity] of [at maturity] of such decrease officer of Trustee or

Date of Exchange this Global Note this Global Note (or increase) Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

[Company address block]

[Registrar address block]

Re: [fill in full title of securities]

Reference is hereby made to the Indenture, dated as of (the “Indenture”), [between/among] , as issuer (the “Company”), [theGuarantors party thereto] and , as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amountof $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. Inconnection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. o Check if Transferee will take delivery of a beneficial interest in the Restricted Global Note or a Restricted Definitive Note pursuant toRule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferorreasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Personexercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in atransaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the UnitedStates. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note willbe subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the Restricted DefinitiveNote and in the Indenture and the Securities Act.

2. o Check if Transferee will take delivery of a beneficial interest in the Restricted Global Note or a Restricted Definitive Note pursuant toRegulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, theTransferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, theTransferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee wasoutside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither suchTransferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts havebeen made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act [and/,] (iii) the transaction is not part ofa plan or scheme to evade the registration requirements of the Securities Act [and (iv) if the proposed transfer is being made prior to the expiration of anydistribution compliance period required by Regulation S, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person].903(b)(2)or (3) Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will besubject to the restrictions on Transfer enumerated in the Private Placement

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Legend printed on the Restricted Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. o Check and complete if Transferee will take delivery of a beneficial interest in the Restricted Global Note or a Restricted Definitive Notepursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transferrestrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the SecuritiesAct and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) o such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectusdelivery requirements of the Securities Act;

or

(d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of theSecurities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any generalsolicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficialinterests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by(1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) [if such Transfer is in respect of a principal amount of Notesat the time of transfer of less than $250,000,] an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor hasattached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer inaccordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumeratedin the Private Placement Legend printed on the Restricted Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Actand in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the SecuritiesAct. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or

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Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, onRestricted Definitive Notes and in the Indenture.

(b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under theSecurities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the UnitedStates and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance withthe Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or DefinitiveNote will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on RestrictedDefinitive Notes and in the Indenture.

(c) o Check if Transfer is Pursuant to an Effective Registration Statement under the Securities Act or Another Exemption. (i) The Transfer is beingeffected pursuant to an effective registration statement under the Securities Act or in compliance with an exemption from the registration requirements of theSecurities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable bluesky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are notrequired in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed onthe Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor] By:

Name: Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) o a beneficial interest in the Restricted Global Note

(CUSIP ___).

(b) o a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) o a beneficial interest in the:

(i) o Restricted Global Note (CUSIP ), or

(ii) o Unrestricted Global Note (CUSIP ); or

(b) o a Restricted Definitive Note; or

(c) o an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

[Company address block]

[Registrar address block]

Re: [fill in full title of securities]

(CUSIP )

Reference is hereby made to the Indenture, dated as of (the “Indenture”), [between/among] , as issuer (the “Company”), [theGuarantors party thereto] and , as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of$ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or BeneficialInterests in an Unrestricted Global Note

(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connectionwith the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principalamount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has beeneffected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, asamended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order tomaintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicableblue sky securities laws of any state of the United States.

(b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange ofthe Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is beingacquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to theRestricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the PrivatePlacement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance withany applicable blue sky securities laws of any state of the United States.

(c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’sExchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is beingacquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable toRestricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the

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Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired incompliance with any applicable blue sky securities laws of any state of the United States.

(d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a RestrictedDefinitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s ownaccount without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes andpursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are notrequired in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicableblue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interestsin Restricted Global Notes

(a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of theOwner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that theRestricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance withthe terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private PlacementLegend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of theOwner’s Restricted Definitive Note for a beneficial interest in the Restricted Global Note with an equal principal amount, the Owner hereby certifies (i) thebeneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transferrestrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue skysecurities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficialinterest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and inthe Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor] By:

Name: Title:

Dated:

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EXHIBIT D

FORM OF CERTIFICATE FROMACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

[Company address block]

[Registrar address block]

Re: [fill in full title of securities]

Reference is hereby made to the Indenture, dated as of (the “Indenture”), [between/among] , as issuer (the“Company”), [the guarantors party thereto] and , as trustee. Capitalized terms used but not defined herein shall have the meaningsgiven to them in the Indenture.

In connection with our proposed purchase of $ aggregate principal amount of:

(a) o a beneficial interest in a Global Note, or

(b) o a Definitive Note,

we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indentureand the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, suchrestrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may notbe offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting ashereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordancewith Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below)that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the formof this letter and[, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000,] an Opinion of Counsel in formreasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance withRule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effectiveregistration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a GlobalNote from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof arerestricted as stated herein.

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3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company suchcertifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with theforegoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have suchknowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and anyaccounts for which we are acting are each able to bear the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is aninstitutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in anyadministrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor] By:

Name: Title:

Dated:

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EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionallyguaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of [___], 2010 (the “Indenture”), among BuildersFirstSource, Inc., a Delaware corporation (the “Company”), the Guarantors party thereto and Wilmington Trust Company, a Delaware banking corporation, astrustee (the “Trustee”), (a) the due and punctual payment of the principal of, and premium, if any, and interest on, the Notes, whether at maturity, byacceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the dueand punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in caseof any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantorsto the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and referenceis hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Signatures on Following Page]

E-1

EXHIBIT E BUILDERS FIRSTSOURCE — NORTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — TEXAS GENPAR, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — MBS, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title:

E-2

EXHIBIT E BUILDERS FIRSTSOURCE — TEXAS GROUP, L.P., a Texas limited partnership, as Guarantor By: Name:

Title: BFS TEXAS, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — SOUTH TEXAS, L.P., a Texas limited partnership, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — TEXAS INSTALLED SALES, L.P., a Texas limited partnership, as Guarantor By: Name:

Title: BFS IP, LLC, a Delaware limited liability company, as Guarantor By:

Name: Title:

E-3

EXHIBIT E BUILDERS FIRSTSOURCE — INTELLECTUAL PROPERTY, L.P., a Texas limited partnership, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE HOLDINGS, INC., a Delaware corporation, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — DALLAS, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — FLORIDA, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — FLORIDA DESIGN CENTER, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title:

E-4

EXHIBIT E BUILDERS FIRSTSOURCE — OHIO VALLEY, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BFS, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — ATLANTIC GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — SOUTHEAST GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: CCWP, INC, a South Carolina close corporation, as Guarantor By: Name:

Title:

E-5

EXHIBIT E BUILDERS FIRSTSOURCE — RALEIGH, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — COLORADO GROUP, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title: BUILDERS FIRSTSOURCE — COLORADO, LLC, a Delaware limited liability company, as Guarantor By: Name:

Title:

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EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURETO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 200___, among (the“Guaranteeing Subsidiary”), a subsidiary of (or its permitted successor), a [Delaware] corporation (the “Company”), the Company,the other Guarantors (as defined in the Indenture referred to herein) and , as trustee under the Indenture referred to below (the“Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of , 200___ providingfor the issuance of Second Priority Senior Secured Floating Rate Notes due 2016 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplementalindenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indentureon the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, theGuaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditionsset forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, assuch, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or thisSupplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting aNote waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective towaive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUETHIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENTTHAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

F-1

EXHIBIT F

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them togetherrepresent the same agreement.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indentureor for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-2

EXHIBIT F

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: , 20___

[GUARANTEEING SUBSIDIARY]

By: Name: Title: [Company]

By: Name: Title: [EXISTING GUARANTORS]

By: Name: Title: [TRUSTEE],

as Trustee

By: Authorized Signatory

F-3

Exhibit 5.1

One Atlantic Center1201 West Peachtree StreetAtlanta, GA 30309-3424

404-881-7000Fax:404-881-7777www.alston.com

December 31, 2009

Builders FirstSource, Inc. and the guarantors listed on Annex A2001 Bryan Street, Suite 1600Dallas, Texas 75201

Re: Registration Statement on Form S-3 (No. 333- )

Ladies and Gentlemen:

We have acted as counsel to Builders FirstSource, Inc., a Delaware corporation (the “Company”) and the guarantors listed on Annex A (the “Guarantors”and together with the Company, the “Registrants”), in connection with the above-referenced Registration Statement on Form S-3 (the “RegistrationStatement”) to be filed on the date hereof by the Registrants with the Securities and Exchange Commission (the “Commission”) to register under the SecuritiesAct of 1933, as amended (the “Securities Act”), (a) up to 11,259,429 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), (b) upto $143,735,000 aggregate principal amount of the Company’s Second Priority Senior Secured Floating Rate Notes due 2016 (the “2016 Notes”) and (c) therelated guarantees of the 2016 Notes by the Guarantors (the “Guarantees”), to be resold from time to time by the Selling Securityholders identified in theprospectus (the “Prospectus”) contained in the Registration Statement. We are furnishing this opinion letter pursuant to Item 16 of Form S-3 and Item 601(b)(5)of the Commission’s Regulation S-K.

In connection with our opinion below, we have examined (i) the Amended and Restated Certificate of Incorporation of the Company, (ii) the Amended andRestated Bylaws of the Company, (iii) the articles or certificate of formation or incorporation, as applicable, of each of the Guarantors, (iv) the bylaws oroperating agreement, as applicable, of each of the Guarantors, (v) records of proceedings of the Board of Directors, or committees thereof, of the Company andthe Guarantors deemed by us to be relevant to this opinion letter, (vi) the Registration Statement, including the Prospectus contained therein, (vii) the proposedform of the 2016 Notes, (viii) the Form T-1 Statement of Eligibility of the Trustee filed as an exhibit to the Registration Statement, and (ix) the proposed formof the indenture governing the 2016 Notes (the “Indenture”) filed as an exhibit to the Registration Statement. We also have made such further legal and factualexaminations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the

Atlanta • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Ventura County • Washington, D.C.

December 31, 2009Page 2

genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and theconformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to oursatisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and theGuarantors and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forthherein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that mighthave been disclosed by independent verification.

Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the TexasRevised Limited Partnership Act, the South Carolina Statutory Close Corporation Supplement, applicable provisions of the Constitutions of the State ofDelaware, the State of Texas and the State of South Carolina, and reported judicial decisions interpreting such laws and constitutions that are normallyapplicable to the securities being registered by the Registration Statement, and we do not express any opinion herein concerning any other laws.

This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and may not be used,circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of thosematters set forth in the paragraphs numbered 1–3 below, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressedherein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to ourattention after the date hereof that may affect our opinion expressed herein.

Based upon the foregoing, it is our opinion that:

1. The 2016 Notes to be sold by the Selling Securityholders have been duly authorized and, upon due execution of the 2016 Notes by the Company and dueauthentication thereof by the Trustee in accordance with the Indenture and issuance and delivery thereof, the 2016 Notes will be valid and binding obligationsof the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by(a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rightsgenerally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

2. The Guarantees to be sold by the Selling Securityholders have been duly authorized by the Guarantors and, upon due execution of the 2016 Notes by theCompany and the Guarantors and due authentication of the 2016 Notes by the Trustee in accordance with the Indenture and issuance and delivery thereof, theGuarantees will be valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except to the extent thatenforcement thereof may be limited by (a) bankruptcy,

December 31, 2009Page 3

insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and(b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

3. The Shares to be sold by the Selling Securityholders have been duly authorized by the Company and, when issued and delivered against paymenttherefor, the Shares will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in theProspectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is requiredunder Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. ALSTON & BIRD LLP

By: /s/ William Scott Ortwein William Scott Ortwein A Partner

Annex A BFS, LLCBFS IP, LLCBFS Texas, LLCBuilders FirstSource Holdings, Inc.Builders FirstSource—Atlantic Group, LLCBuilders FirstSource—Colorado Group, LLCBuilders FirstSource—Colorado, LLCBuilders FirstSource—Dallas, LLCBuilders FirstSource—Florida Design Center, LLCBuilders FirstSource—Florida, LLCBuilders FirstSource—MBS, LLCBuilders FirstSource—Northeast Group, LLCBuilders FirstSource—Ohio Valley, LLCBuilders FirstSource—Raleigh, LLCBuilders FirstSource—Southeast Group, LLCBuilders FirstSource—Texas GenPar, LLCCCWP, Inc.Builders FirstSource—Intellectual Property, L.P.Builders FirstSource—South Texas, L.P.Builders FirstSource—Texas Group, L.P.Builders FirstSource—Texas Installed Sales, L.P.

Exhibit 12.1

STATEMENT OF THE COMPUTATION OF THERATIO OF EARNINGS TO FIXED CHARGES

Nine Months Year Ended Ended December 31, September 30, 2004 2005 2006 2007 2008 2009EARNINGS BEFORE FIXED

CHARGES 110,064 131,183 156,446 34,491 (99,411) (32,826) Fixed Charges:

Interest Expense 24,458 47,227 28,717 27,727 25,664 19,572 Capitalized Interest — — — — — — Interest Component of

Operating Leases 10,123 11,960 13,147 13,702 13,178 8,363

FIXED CHARGES 34,581 59,187 41,864 41,429 38,842 27,935 Ratio of Earnings to Fixed

Charges 3.18 2.22 3.74 — — —

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 2009, except with respect toour opinion on the consolidated financial statements insofar as it relates to the effects of the change in accounting for earnings per share discussed in Note 2and the reclassification of the operating results of the Ohio market to discontinued operations discussed in Note 5, as to which the date is October 30, 2009,relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Builders FirstSource, Inc.’sCurrent Report on Form 8-K dated October 30, 2009. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Dallas, TexasDecember 31, 2009

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITYUNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

WILMINGTON TRUST COMPANY(Exact name of Trustee as specified in its charter)

Delaware 51-0055023

(Jurisdiction of incorporation of organization if not a U.S. national bank)

(I.R.S. Employer Identification No.)

1100 North Market StreetWilmington, Delaware 19890-0001

(302) 651-1000(Address of principal executive offices, including zip code)

Michael A. DiGregorioSenior Vice President and General Counsel

Wilmington Trust Company1100 North Market Street

Wilmington, Delaware 19890-0001(302) 651-8793

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Builders FirstSource, Inc.(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction or incorporation or organization) 52-2084569

(I.R.S. Employer Identification No.)

2001 Bryan Street, Suite 1600Dallas, Texas 75201

Telephone: (214) 880-3500(Address of principal executive offices, including zip code)

Second Priority Senior Secured Floating Rate Notes Due 2016(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject. Federal Reserve Bank of Philadelphia State Bank CommissionerTen Independence Mall 555 East Lockerman Street, Suite 210Philadelphia, PA 19106-1574 Dover, Delaware 19901

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

Exhibit 1. Copy of the Charter of Wilmington Trust Company:

Exhibit 2 — Certificate of Authority of Wilmington Trust Company to commence business — included in Exhibit 1 above.

Exhibit 3 — Authorization of Wilmington Trust Company to exercise corporate trust powers — included in Exhibit 1 above.

Exhibit 4. Copy of By-Laws of Wilmington Trust Company.

Exhibit 5. Not applicable

Exhibit 6. Consent of Wilmington Trust Company required by Section 321(b) of the Trust Indenture Act.

Exhibit 7. Copy of most recent Report of Condition of Wilmington Trust Company.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existingunder the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in theCity of Wilmington and State of Delaware on the 31st day of December, 2009. [SEAL] WILMINGTON TRUST COMPANY Attest:

/s/ Geoffrey Lewis

Assistant Secretary

By:Name:

/s/ Denise Geran

Denise Geran

Title: Vice President

EXHIBIT 1*

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

* Exhibit 1 also constitutes Exhibits 2 and 3.

Amended Charteror

Act of Incorporationof

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate theDelaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” byan amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been fromtime to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, doeshereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; thename of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City. In addition to such principal office, the saidcorporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County,Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County,Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street,and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may beauthorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do anyor all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1) To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold,purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business ofthe Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills,notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver bullion and foreign coins, to buy andsell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which areproper or necessary for the transaction of the business of the Corporation hereby created.

(2) To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal,against any claim or claims, adverse to his interest therein, and to prepare and give certificates of

title for any lands or premises in the State of Delaware, or elsewhere.

(3) To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale,management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4) To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry onthe business of conveyance in all its branches.

(5) To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, fromexecutors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons andindividuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for suchproperty.

(6) To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds orother obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefore on such terms asmay be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7) To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation,association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8) To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust;to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or inconjunction with any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance,obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now orhereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9) To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property,real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor,administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever thisCorporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee,

2

assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, butits capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10) And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which itmay undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a propercompensation.

(11) To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidencesof indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the UnitedStates, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and disposeof interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations,contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures,notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers andprivileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporationupon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bondsand secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation,and to sell and pledge such bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business ofinvestment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personalproperty of any name and nature and any estate or interest therein.

(b) In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the saidCorporation shall also have the following powers:

(1) To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2) To acquire the good will, rights, property and franchises and to undertake the whole or any part of the assets and liabilities of any person, firm,association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose ofthe whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and toexercise all the powers necessary or convenient in and about the conduct and management of such business.

(3) To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real,personal

3

or mixed, wherever situated.

(4) To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as toamount, to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, andother negotiable or transferable instruments.

(5) To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons mightor could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of everyclass and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6) It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressedin said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph inthis charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects,purposes and powers.

Fourth: - (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000)shares, consisting of:

(1) One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2) Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b) Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directorseach of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may bedifferent dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative,participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those ofany and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board ofDirectors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of aparticular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and thequalifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1) The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased(except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from timeto time by like action of the

4

Board of Directors;

(2) The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent ofthe preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class ofstock and whether such dividends shall be cumulative or non-cumulative;

(3) The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class orclasses or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion orexchange;

(4) Whether or not Preferred Stock of such series shall be subject to redemption, and the redemption price or prices and the time or times at which,and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5) The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distributionor sale of assets, dissolution or winding-up, of the Corporation.

(6) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7) The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include theright, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or moredirectors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or undersuch circumstances and on such conditions as the Board of Directors may determine.

(c) (1) After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) ofthis Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to thesetting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this ArticleFourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then andnot otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board ofDirectors.

(2) After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to bedistributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution orwinding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation,tangible and intangible, of whatever kind available for

5

distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3) Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directorspursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock heldon all matters voted upon by the stockholders.

(d) No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stockor of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or anyadditional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, orbonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, orcarrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stockor securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of theBoard of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable bythe Board of Directors in the exercise of its sole discretion.

(e) The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each otherseries of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant toauthority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of PreferredStock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether ornot the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferencesand rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to anyseries of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion asshall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f) Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of theCorporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g) Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and forsuch consideration as shall be fixed by the Board of Directors.

(h) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time totime by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

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Fifth: - (a) The business and affairs of the Corporation shall be conducted and managed by a Board of Directors. The number of directors constitutingthe entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided,however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that thenumber of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b) The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the wholeBoard permits, with the term of office of one class expiring each year. At the annual meeting of stockholders in 1982, directors of the first class shall beelected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a termexpiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeedingannual meeting. Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors,may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shallhold office until the next annual election of directors. At such election, the stockholders shall elect a successor to such director to hold office until the nextelection of the class for which such director shall have been chosen and until his successor shall be elected and qualified. No decrease in the number ofdirectors shall shorten the term of any incumbent director.

(c) Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact thatsome lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board ofDirectors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of theoutstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at ameeting of the stockholders called for that purpose.

(d) Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of theCorporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, thatif less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of theCorporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominationswhich are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e) Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed insuch notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficiallyowned by each such nominee.

(f) The Chairman of the meeting may, if the facts warrant, determine and declare to

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the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meetingand the defective nomination shall be disregarded.

(g) No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without ameeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessaryor proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organizedunder the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an ExecutiveCommittee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers ofthe Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to beaffixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of themajority of the entire Board. The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any suchadditional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares ofcapital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by theBoard, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated bythem.

Fifteenth: - (a) (1) In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this ArticleFifteenth:

(A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter

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defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an InterestedStockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with anyInterested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fairmarket value of $1,000,000 or more, or

(C) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of theCorporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or otherproperty (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of theCorporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder)which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertiblesecurities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of anyInterested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generallyin the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”). Such affirmative vote shall be requirednotwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any nationalsecurities exchange or otherwise.

(2) The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses(A) through (E) of paragraph 1 of the section (a).

(b) The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combinationshall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such businesscombination has been approved by a majority of the whole Board.

(c) For the purposes of this Article Fifteenth:

(1) A “person” shall mean any individual, firm, corporation or other entity.

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(2) “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or whichas of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to theconsummation of any such transaction:

(A) is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B) is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than10% of the then outstanding voting Shares, or

(C) is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years priorthereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transactionor series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(3) A person shall be the “beneficial owner” of any Voting Shares:

(A) which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only afterthe passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights,warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates orAssociates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capitalstock of the Corporation.

(4) The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other VotingShares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5) “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under theSecurities Exchange Act of 1934, as in effect on December 31, 1981.

(6) “Subsidiary” shall mean any corporation of which a majority of any class of

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equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect onDecember 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of InvestmentStockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class ofequity security is owned, directly or indirectly, by the Corporation.

(d) majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known tothem, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a personhas an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject toany business combination or the consideration received for the issuance or transfer of securities by the Corporation, or any Subsidiary has an aggregate fairmarket value of $1,000,000 or more.

(e) Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth: Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any othervote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of theoutstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class)shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth:

(a) a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as aDirector, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the sameexists or may hereafter be amended.

(b) Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existinghereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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ADOPTED: January 21, 2009

EXHIBIT 4

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

ARTICLE 1Stockholders’ Meetings

Section 1. Annual Meeting. The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Companyor at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the ChiefExecutive Officer or the President.

Section 3. Notice. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at hislast known address, a written or printed notice fixing the time and place of such meeting.

Section 4. Quorum. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shallconstitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time totime, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, eitherin person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting asdetermined herein.

ARTICLE 2Directors

Section 1. Management. The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2. Number. The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to aresolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two

directors may also be employees of the Company or any affiliate thereof.

Section 3. Qualification. In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board ofDirectors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating andCorporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faithdetermination by such committee that such a waiver is in the best interests of the Company and its stockholders. The Chairman of the Board and the ChiefExecutive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4. Meetings. The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determinedby a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief ExecutiveOfficer or the President, and shall be called upon the written request of a majority of the directors.

Section 6. Quorum. A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meetingof the Board of Directors.

Section 7. Notice. Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time orplace of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8. Vacancies. In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although lessthan a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancyoccurred, and until such director’s successor shall have been duly elected and qualified.

Section 9. Organization Meeting. The Board of Directors at its first meeting after its election by the stockholders shall appoint an Audit Committee, aCompensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board, a ChiefExecutive Officer and a President, who may be the same person. The Board of Directors shall also elect at such meeting a Secretary and a Chief FinancialOfficer, who may be the same person, and may appoint at any time such committees as it may deem advisable. The Board of Directors may also elect at suchmeeting one or more Associate Directors. The Board of Directors, or a committee designated by the Board of Directors may elect or appoint such other officersas they may deem advisable.

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Section 10. Removal. The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or anyassociate director or officer elected by it and may appoint or elect his successor.

Section 11. Responsibility of Officers. The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company asit may deem advisable.

Section 12. Participation in Meetings. The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board ofDirectors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment. Any action required orpermitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board ofDirectors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors orsuch committee.

ARTICLE 3Committees of the Board of Directors

Section 1. Audit Committee.

(A) The Audit Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its own members,none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B) The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board ofDirectors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of theCompany made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board ofDirectors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C) The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or amajority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shall constitute aquorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

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Section 2. Compensation Committee.

(A) The Compensation Committee shall be composed of not less than three (3) members, who shall be selected by the Board of Directors from its ownmembers, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C) The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, thePresident or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of the Committee’s members shallconstitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3. Nominating and Corporate Governance Committee.

(A) The Nominating and Corporate Governance Committee shall be composed of not less than three (3) members, who shall be selected by the Board ofDirectors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B) The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the fullBoard with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors andits committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C) The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the ChiefExecutive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business. A majority of theCommittee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shallconstitute action by the Committee.

Section 4. Other Committees. The Company may have such other committees with such powers as the Board may designate from time to time by resolutionor by an amendment to these Bylaws.

Section 5. Associate Directors.

(A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board ofDirectors.

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(B) Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board ofDirectors, but will not have a right to vote.

Section 6. Absence or Disqualification of Any Member of a Committee. In the absence or disqualification of any member of any committee created underArticle III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute aquorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

ARTICLE 4Officers

Section 1. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authorityand powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2. Chief Executive Officer. The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officerconferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time. In the absence of theChairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3. President. The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute,incident to his office or as the Board of Directors may assign to him from time to time. In the absence of the Chairman of the Board and the Chief ExecutiveOfficer, the President shall have the powers and duties of the Chairman of the Board.

Section 4. Duties. The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effectall legal directions of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company andperform all duties incident to his office.

Section 5. Vice Presidents. There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all ofthe duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective officesor as the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division towhich they are assigned may assign to them from time to time.

Section 6. Secretary. The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committeesthereof, to the keeping of

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accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of materialmatters affecting the Company on a timely basis. In addition to the other notice requirements of these Bylaws and as may be practicable under thecircumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting. He shall have custody of thecorporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7. Chief Financial Officer. The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company. He shall becustodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the evidence of property orindebtedness and of all transactions of the Company. He shall have general supervision of the expenditures of the Company and periodically shall report to theBoard of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Chairman of the Board,the Chief Executive Officer or the President may assign to him from time to time.

Section 8. Controller. There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting,and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of theCompany and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and suchduties as may be prescribed by the Controller.

Section 9. Audit Officers. The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title asthe Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and suchduties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10. Other Officers. There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determinedfrom time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties asmay be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11. Powers and Duties of Other Officers. The powers and duties of all other officers of the Company shall be those usually pertaining to theirrespective offices, subject to the direction

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of the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division towhich they are assigned.

Section 12. Number of Offices. Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more thanone of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or thePresident may hold any office mentioned in Section 12(A).

ARTICLE 5Stock and Stock Certificates

Section 1. Transfer. Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shallbe recorded.

Section 2. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board,the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number ofshares owned by him in the Company. The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case anyofficer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transferagent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar atthe date of issue. Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors.

Section 3. Record Date. The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of,and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or toexercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for anypurpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of anydividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date inconnection with obtaining such consent.

ARTICLE 6Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

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ARTICLE 7Fiscal Year

The fiscal year of the Company shall be the calendar year.

ARTICLE 8Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall havefull power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power andauthority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes,mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any otherfiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State ofDelaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors, and any and all such instruments shallhave the same force and validity as though expressly authorized by the Board of Directors.

ARTICLE 9Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attendingmeetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members ofcommittees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Boardof Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as theBoard of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paidfor such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10Indemnification

Section 1. Persons Covered. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or mayhereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or

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proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legalrepresentative, is or was a director or associate director of the Company, a member of an advisory board the Board of Directors of the Company or any of itssubsidiaries may appoint from time to time or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of anothercorporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company,including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The Companyshall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board ofDirectors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, anyperson who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he isthe legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of theCompany, against all liability and loss suffered and expenses reasonably incurred by such person. The Company may indemnify any such person in connectionwith a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2. Advance of Expenses. The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may beindemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance ofthe final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimatelydetermined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3. Certain Rights. If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director, associate director, member of anadvisory board the Board of Directors of the Company or any of its subsidiaries may appoint from time to time or a person who is or was serving at the requestof the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterpriseor nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixtydays after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successfulin whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving thatthe claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4. Non-Exclusive. The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have orhereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors orotherwise.

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Section 5. Reduction of Amount. The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer,employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person maycollect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6. Effect of Modification. Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any rightor protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of theBoard of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the useof either gender shall include both genders.

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EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations byFederal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. WILMINGTON TRUST COMPANY Dated: December 31, 2009

By:Name:

/s/ Denise Geran

Denise Geran

Title: Vice President

EXHIBIT 7

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any statebanking authorities. Refer to your appropriate state banking authorities for your state publication requirements.

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EXHIBIT 7

R E P O R T O F C O N D I T I O N

WILMINGTON TRUST COMPANY of Wilmington

Name of Bank City

in the State of Delaware, at the close of business on September 30, 2009: ASSETS Thousands of DollarsCash and balances due from depository institutions: 179,577 Securities: 546,769 Federal funds sold and securities purchased under agreement to resell: 65,919 Loans and leases held for sale: 4,241 Loans and leases net of unearned income, allowance: 8,109,884 Premises and fixed assets: 124,821 Other real estate owned: 26,404 Investments in unconsolidated subsidiaries and associated companies: 1,281 Direct and indirect investments in real estate ventures: 5,345 Intangible assets: 6,629 Other assets: 451,329 Total Assets: 9,552,199 LIABILITIES Thousands of DollarsDeposits 6,744,490 Federal Funds Purchased and Securities Sold Under Agreements to Repurchase 949,307 Other borrowed money: 654,036 Other Liabilities: 287,180 Total Liabilities 8,635,013 EQUITY CAPITAL Thousands of DollarsCommon Stock 500 Surplus 202,888 Retained Earnings 807,884 Accumulated other comprehensive income (124,086)Total Equity Capital 887,186 Total Liabilities and Equity Capital 9,522,199

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