EXCHANGE AGREEMENTExchange Agreement • February 8th, 2016 • Builders FirstSource, Inc. • Retail-lumber & other building materials dealers
[ ] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging 2023 Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Builders FirstSource, Inc. (the “Company”) on February 5, 2016 whereby the Holders will exchange (the “Exchange”) the Company’s 10.75% Senior Notes due 2023 (the “2023 Notes”) for the Company’s 7.625% Senior Secured Notes due 2021 (the “2021 Notes”) that will be issued pursuant to the provisions of an Indenture dated as of May 29, 2013 between the Company, the Guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association (the “Trustee”), as supplemented to the date hereof (the “2021 Indenture”).
