Annex I
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Date: ____________________

FORM OF NOTICE OF REVOLVING BORROWING

To:	Wells Fargo Bank,

National Association,

as Administrative Agent

Ladies and Gentlemen:

The undersigned, Building Materials Holding Corporation (“Holdings”), refers to the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Holdings, BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the Borrowing specified below:

1. The Business Day of the proposed Borrowing is __________.

2. The aggregate amount of the proposed Borrowing is $______.

3. The Borrowing is to be comprised of $ ______ of [Base Rate Loans][Offshore Rate Loans].

4. [The duration of the Interest Period for the Offshore Rate Loans included in the Borrowing shall be ____ months.]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) the representations and warranties of Holdings contained in Article VI of the Credit Agreement are true and correct as though made on and as of such date, except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct as of such date, and except that this notice shall be deemed instead to refer to the last day of the most recent fiscal year and fiscal quarter for which financial statements have then been delivered in respect of the representation and warranty made in Section 6.11(a) of the Credit Agreement;

Exhibit A-1
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(b) no Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing;

(c) there has occurred since December 31, 2005, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

(d) after giving effect to the proposed Borrowing, the Effective Amount of all outstanding Revolving Loans plus the Effective Amount of all outstanding Swingline Loans plus the Effective Amount of all L/C Obligations shall not exceed the Aggregate Revolving Commitment.

BUILDING MATERIALS HOLDING CORPORATION

By:______________________________________

Title:

Exhibit A-1
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EXHIBIT A-2

Date: ____________________

FORM OF NOTICE OF TERM LOAN BORROWING

To:	Wells Fargo Bank,

National Association,

as Administrative Agent

Ladies and Gentlemen:

1. The Business Day of the proposed Borrowing is __________.

2. The aggregate amount of the proposed Borrowing is $______ of Term B Loans.

3. The Borrowing is to be comprised of $______ of [Base Rate Loans][Offshore Rate Loans].

4. [The duration of the Interest Period for the Offshore Rate Loans included in the Borrowing shall be ____ months.]

Exhibit A-2
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(b) no Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing; and

(c) there has occurred since December 31, 2005, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect.

BUILDING MATERIALS HOLDING CORPORATION

By:_______________________________________

Title:

Exhibit A-2
2

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EXHIBIT B-1

FORM OF NOTICE OF REVOLVING LOAN CONVERSION/CONTINUATION

Date: __________________

To:	Wells Fargo Bank, National Association,

as Administrative Agent

Ladies and Gentlemen:

The undersigned, Building Materials Holding Corporation (“Holdings”), refers to the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Holdings, BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.04 of the Credit Agreement, of the [conversion] [continuation] of Loans specified below:

1. The Conversion/Continuation Date is __________________.

2. The aggregate amount of the Revolving Loans to be [converted] [continued] is $____________.

3. The Loans are to be [converted into] [continued as] [Offshore Rate Loans] [Base Rate Loans].

4. [The duration of the Interest Period for the Offshore Rate Loans included in the [conversion] [continuation] shall be months.]

BUILDING MATERIALS HOLDING CORPORATION

By:______________________________________

Title:_____________________________________

Exhibit B-1
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EXHIBIT B-2

FORM OF NOTICE OF TERM B LOAN CONVERSION/CONTINUATION

Date: _______________

To:	Wells Fargo Bank,

National Association,

as Administrative Agent

Ladies and Gentlemen:

The undersigned, Building Materials Holding Corporation (“Holdings”), refers to the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Holdings, BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.04 of the Credit Agreement, of the [conversion] [continuation] of Loans specified below:

1. The Conversion/Continuation Date is _______________.

2. The aggregate amount of the [Term B Loans to be [converted] [continued] is $_________________.

3. The Loans are to be [converted into] [continued as] [Offshore Rate Loans] [Base Rate Loans].

4. [The duration of the Interest Period for the Offshore Rate Loans included in the [conversion] [continuation] shall be _______ months.]

BUILDING MATERIALS HOLDING CORPORATION

By:_______________________________________

Title:______________________________________

Exhibit B-2
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EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

BUILDING MATERIALS HOLDING CORPORATION

Financial Statements Date: _________________

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Building Materials Holding Corporation (“Holdings”), BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager. Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Credit Agreement.

The undersigned Responsible Officer of Holdings hereby certifies as of the date hereof that he/she is the [___________] of Holdings, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Holdings and its consolidated Subsidiaries, and that:

[Use the following paragraph if this Certificate is delivered in connection with the annual financial statements required by Section 7.01(a) of the Credit Agreement.]

(a) Attached hereto are true and correct copies of the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of the fiscal year ended ___________ and the related consolidated statements of income or operations, shareholders’ equity, retained earnings and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, accompanied by (a) the report and opinion of the Independent Auditor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and which states that such consolidated financial statements present fairly the financial position and the results of operations and cash flows of Holdings and its Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years and (b) an attestation report of such Independent Auditor as to Holdings’ internal controls pursuant to Section 404 of Sarbanes-Oxley.

[Use the following paragraph if this Certificate is delivered in connection with the quarterly financial statements required by Section 7.01(b) of the Credit Agreement.]

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(a) Attached hereto are true and correct copies of the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of the fiscal quarter ended ________ and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, which are complete and accurate in all material respects and fairly present, in accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes), the financial position, the results of operations and the cash flows of Holdings and the Subsidiaries.

(b) The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Holdings and its Subsidiaries during the accounting period covered by the attached financial statements.

(c) Holdings and its Subsidiaries, during such period, have observed, performed or satisfied all of the covenants and other agreements, and satisfied every condition in the Credit Agreement to be observed, performed or satisfied by Holdings and its Subsidiaries, and the undersigned has no knowledge of any Default or Event of Default.

(d) The representations and warranties of Holdings and the Company contained in Article VI of the Credit Agreement are true and correct as though made on and as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct as of such date; and except that this notice shall be deemed instead to refer to the last day of the most recent year and fiscal quarter for which financial statements have then been delivered in respect of the representation and warranty made in Section 6.11(a) of the Credit Agreement).

(e) The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as the __________ of Holdings as of __________.

BUILDING MATERIALS HOLDING CORPORATION

By:______________________________________

Title:

Exhibit C
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Schedule I

to Compliance Certificate

[to be provided]

Exhibit C
3

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EXHIBIT D

[to be provided]

Exhibit D
1

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EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the each Assignor identified in item 1 below (the “Assignor”) and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:	______________________________

		______________________________

2.	Assignee:	___________________________

		___________________________

	[for Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]

3.	Borrower(s):	Building Materials Holding Corporation

Exhibit E
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4.	Administrative Agent:	Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement

5.	Credit Agreement:	The Second Amended and Restated Credit Agreement dated as of November __, 2006 among Borrower, BMC West Corporation and certain other affiliates of Borrower, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit, as Swingline Lender, as Administrative Agent, as Joint Lead Arranger and Joint Book Manager.

6.	Assigned Interest:

Facility Assigned¹	Aggregate Amount of Commitment/ Loans for all Lenders²	Amount of Commitment/ Loans Assigned⁸	Percentage Assigned of Commitment/ Loans³	CUSIP Number
	$	$	%
	$	$	%
	$	$	%

[7.

Trade Date:

______________________________]⁴

¹	^{Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment,” “Term}

²	^{Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.}

³	^{Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.}

⁴	^{To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.}

[Page break]

Exhibit E
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Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR
	[NAME OF ASSIGNOR]
	By:______________________________ Title:

	ASSIGNEE
	[NAME OF ASSIGNEE]
	By:______________________________ Title:
[Consented to and]⁵ Accepted:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:______________________________ Title:
[Consented to:]⁶

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
By:______________________________ Title:

⁵	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁶	To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required by the terms of the Credit Agreement.

Exhibit E
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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan

Exhibit E
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Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of California.

Exhibit E
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EXHIBIT F-1

FORM OF REVOLVING NOTE

U.S. $______________________________________________________

FOR VALUE RECEIVED, the undersigned, BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation (“Holdings”), hereby promises to pay to the order of _____________ (the “Lender”) the principal sum of _______________________ Dollars ($_____________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Holdings pursuant to the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Holdings, BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager, on the dates and in the amounts provided in the Credit Agreement. Holdings further promises to pay interest on the unpaid principal amount of the Revolving Loans evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement.

The Lender is authorized to endorse the amount of each Revolving Loan, the date on which each Revolving Loan is made, and each payment of principal with respect thereto on the schedule annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of Holdings under the Credit Agreement and this promissory note (this “Note”).

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

This Note is secured by certain Collateral more specifically described in the Credit Agreement and the Collateral Documents.

Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein.

Exhibit F-1
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This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.

BUILDING MATERIALS HOLDING CORPORATION

By:_______________________________________

Title:

Exhibit F-1
2

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SCHEDULE

to Revolving Note

Date Loan Disbursed	Amount of Loan	Principal Payment	Date Principal Paid

Exhibit F-1
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EXHIBIT F-2

FORM OF TERM B NOTE

U.S. $______________________________________________________

FOR VALUE RECEIVED, the undersigned, BUILDING MATERIALS HOLDING CORPORATION, a Delaware corporation (“Holdings”), hereby promises to pay to the order of_________________________ (the “Lender”) the principal sum of _______________________ Dollars ($__________________) or, if less, the aggregate unpaid principal amount of the Term B Loan made by the Lender to Holdings pursuant to the Credit Agreement referred to below and outstanding on the Term B Loan Maturity Date. Holdings further promises to pay interest on the unpaid principal amount of the Term B Loan evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement.

The Lender is authorized to endorse the amount of and the date on which the Term B Loan is made and each payment of principal with respect thereto on the schedule annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of Holdings under the Credit Agreement and this Promissory Note (this “Note”).

This Note is one of the Notes referred to in, and is entitled to the benefits of, the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Holdings, BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for payments and prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

This Note is secured by certain Collateral more specifically described in the Credit Agreement and the Collateral Documents.

Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein.

Exhibit F-2
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This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of California.

BUILDING MATERIALS HOLDING CORPORATION

By:______________________________________

Title:

Exhibit F-2
2

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SCHEDULE

to Term B Note

Date Loan Disbursed	Amount of Loan	Principal Payment	Date Principal Paid

Exhibit F-2
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EXHIBIT G

FORM OF ADDITIONAL GUARANTOR ASSUMPTION AGREEMENT

Date: _________________

To each of the Lenders party to the Credit Agreement

referred to below, and to Wells Fargo Bank, National

Association, as Administrative Agent

Ladies and Gentlemen:

This Additional Guarantor Assumption Agreement, dated as of __________, is made and delivered pursuant to Section 7.13 of that certain Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Building Materials Holding Corporation (“Holdings”), BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager. All capitalized terms used in this Additional Guarantor Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

__________________________ (the “Subsidiary”) hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Subsidiary is a U.S. Subsidiary effective as of _________________.

The documents required to be delivered to the Administrative Agent under clauses (ii) and (iii) of Section 7.13(a) of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.

The parties hereto hereby confirm that with effect from the date hereof, the Subsidiary shall be a party to the Credit Agreement and a party to the Security Agreement (as amended), and shall have the obligations which the Subsidiary would have had if the Subsidiary had been an original party to the Credit Agreement as a Guarantor and the Security Agreement as a Grantor (and pursuant to Section 2(a) of the Security Agreement (and subject to Section 3(h) of the Security Agreement), the Subsidiary hereby grants to the Administrative Agent a security interest in all Collateral (as defined in the Security Agreement) in which Subsidiary has an interest to secure the Secured Obligations (as defined in the Security Agreement)). The Subsidiary confirms its acceptance of, and consents to, all terms and provisions of the Credit Agreement (including, without limitation, Section 11.10 thereof), and the Security Agreement applicable to the Guarantors or the Grantors, as the case may be, and to any other Loan Documents to which the Guarantors or Grantors are parties.

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Without limiting the generality of the foregoing, the Subsidiary hereby (a) unconditionally and irrevocably guarantees to the Guaranteed Persons (as defined in Section 11.10 of the Credit Agreement), jointly and severally with each other Guarantor, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all Guaranteed Obligations (as defined in Section 11.10 of the Credit Agreement) of Holdings to any such Guaranteed Person, whether arising out of or in connection with the Credit Agreement, any other Loan Document or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by Holdings to any such Guaranteed Person thereunder or in connection therewith; and (b) subject to Section 3(h) of the Security Agreement, pledges, assigns, transfers, hypothecates, sets over and grants to the Administrative Agent, for the benefit of itself and on behalf of and for the ratable benefit of the Joint Lead Arrangers, the L/C Issuer and the Lenders, and their respective successors, endorsers, transferees and assigns, a security interest in all of its right, title and interest in, to and under any Collateral (as defined in the Security Agreement) to secure the payment and performance of the Secured Obligations (as defined in the Security Agreement).

This Additional Guarantor Assumption Agreement shall constitute a Loan Document under the Credit Agreement.

THIS ADDITIONAL GUARANTOR ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the Subsidiary has caused this Additional Guarantor Assumption Agreement to be duly executed and delivered in ____________ by its proper and duly authorized officer as of the day and year first above written.

[SUBSIDIARY]

By:____________________________

Title:

Exhibit G
2

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EXHIBIT H

FORM OF LEGAL OPINION OF ADDITIONAL GUARANTOR’S COUNSEL

[to be provided]

Exhibit H
1

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EXHIBIT I

THIRD AMENDED AND RESTATED SECURITY AGREEMENT

THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of November 10, 2006, is made by and among Building Materials Holding Corporation, a Delaware corporation (“Holdings”), BMC West Corporation, a Delaware corporation (the “Company”), certain other affiliates of Holdings signatories hereto or acceding hereto as provided in Section 25 hereof, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent for itself and the other Secured Parties (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, the parties hereto previously entered into that certain Second Amended and Restated Security Agreement, dated as of June 30, 2005 (as amended through the date hereof, the “Existing Security Agreement”) pursuant to which, to secure the Secured Obligations, the Grantors (as defined herein) pledged to, and granted a security interest in, all Collateral described herein in favor of the Secured Parties (as defined herein).

WHEREAS, Holdings, the Company, the other Loan Parties named therein, certain lending institutions as lenders, the L/C Issuer and the Administrative Agent are parties to that certain Second Amended and Restated Credit Agreement dated as of November 10, 2006, (as amended, restated, modified, renewed or extended from time to time, the “Credit Agreement”); and

WHEREAS, it is a condition precedent to the borrowings under the Credit Agreement that the Grantors enter into this Agreement amending and restating the Existing Security Agreement and grant to the Administrative Agent, for itself and for the ratable benefit of the other Secured Parties, the security interests hereinafter provided to secure the Secured Obligations described below.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 Definitions; Interpretation.

(a) Terms Defined in Credit Agreement. All capitalized terms used in this Agreement (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b) Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Accounts” means any and all of any Grantor’s accounts, as such term is defined in Article 9 of the UCC.

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“Books” means all books, records and other written, electronic or other documentation in whatever form maintained now or hereafter by or for any Grantor in connection with the ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral, including: (i) ledgers; (ii) records indicating, summarizing, or evidencing any Grantor’s assets (including Inventory and Rights to Payment), business operations or financial condition; (iii) computer programs and software; (iv) computer discs, tapes, files, manuals, spreadsheets; (v) computer printouts and output of whatever kind; (vi) any other computer prepared or electronically stored, collected or reported information and equipment of any kind; and (vii) any and all other rights now or hereafter arising out of any contract or agreement between any Grantor and any service bureau, computer or data processing company or other Person charged with preparing or maintaining any of any Grantor’s books or records or with credit reporting, including with regard to any Grantor’s Accounts.

“Chattel Paper” means any and all of any Grantor’s chattel paper, as such term is defined in Article 9 of the UCC, including all Electronic Chattel Paper.

“Collateral” has the meaning set forth in Section 2.

“Commercial Tort Claims” means any and all of any Grantor’s commercial tort claims, as such term is defined in Article 9 of the UCC, including any described in Schedule 1.

“Control Agreement” means any control agreement or other agreement with any securities intermediary, bank or other Person establishing the Administrative Agent’s control with respect to any Deposit Accounts, Letter-of-Credit Rights or Investment Property, for purposes of Article 9 of the UCC.

“Deposit Account” means any deposit account, as such term is defined in Article 9 of the UCC, maintained by or for the benefit of the Grantors, whether or not restricted or designated for a particular purpose.

“Documents” means any of the Grantors’ documents, as such term is defined in Article 9 of the UCC.

“Electronic Chattel Paper” means any and all of any Grantor’s electronic chattel paper, as such term is defined in Article 9 of the UCC.

“Equipment” means any and all of any Grantors’ equipment, including any and all fixtures, as such terms are defined in Article 9 of the UCC.

“Filing Offices” has the meaning set forth in Section 3(a).

“General Intangibles” means any and all of any Grantor’s general intangibles, as such term is defined in Article 9 of the UCC.

“Grantors” means Holdings, the Company and the other Loan Parties.

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“Instruments” means any and all of any Grantor’s instruments, as such term is defined in Article 9 of the UCC.

“Intellectual Property Collateral” means the following properties and assets owned or held by any Grantor or in which any Grantor otherwise has any interest, now existing or hereafter acquired or arising:

(i) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including such patents, patent applications and patent licenses as described in Schedule 2), all rights to sue for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;

(ii) all copyrights and applications for copyright, domestic or foreign, together with the underlying works of authorship (including titles), whether or not the underlying works of authorship have been published and whether said copyrights are statutory or arise under the common law, and all other rights and works of authorship (including the copyrights and copyright applications described in Schedule 2), all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating any copyrights, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, and all other rights, claims and demands in any way relating to any such copyrights or works, including royalties and rights to sue for past, present or future infringement, and all rights of renewal and extension of copyright;

(iii) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses (including such marks, names, applications and licenses as described in Schedule 2), whether registered or unregistered and wherever registered, all rights to sue for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;

(iv) all trade secrets, trade dress, trade styles, logos, other source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential information, customer lists, license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates and catalogs;

(v) the entire goodwill of or associated with the businesses now or hereafter conducted by such Grantor connected with and symbolized by any of the aforementioned properties and assets; and

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(vi) all accounts, all intangible intellectual or other similar property and other general intangibles associated with or arising out of any of the aforementioned properties and assets and not otherwise described above.

“Intellectual Property Security Agreement” means each Patent and Trademark Security Agreement, each Copyright Security Agreement or any amendment thereto, in form and substance satisfactory to the Administrative Agent, supplementary to this Agreement and prepared for purposes of recordation with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable.

“Inventory” means any of any Grantor’s inventory, as such term is defined in Article 9 of the UCC.

“Investment Property” means any of any Grantor’s investment property, as such term is defined in Article 9 of the UCC.

“Lenders” has the meaning specified in the Credit Agreement, and includes the Revolving Lenders, the Term B Lenders, and Additional Lenders, the L/C Issuer, the Swingline Lender and any Swap Providers.

“Letter-of-Credit Rights” means any and all of any Grantor’s letter-of-credit rights, as such term is defined in Article 9 of the UCC.

“Partnership and LLC Collateral” means any and all limited, limited liability and general partnership interests and limited liability company interests of any type or nature, whether now existing or hereafter acquired or arising, including any more specifically described in Schedule 3.

“Pledged Collateral” means any and all (i) Pledged Shares; (ii) additional capital stock or other equity securities of the direct or indirect Subsidiaries of Holdings (other than Subsidiaries which are owned by Non-Wholly-Owned Subsidiaries), whether certificated or uncertificated; (iii) other Investment Property of any Grantor; (iv) warrants, options or other rights entitling any Grantor to acquire any interest in capital stock or other securities of such Subsidiaries or any other Person; (v) Partnership and LLC Collateral; (vi) Instruments; (vii) Pledged Debt; (viii) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemp-tion of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, any of the foregoing; (ix) certificates and instruments now or hereafter representing or evidencing any of the foregoing; (x) rights, interests and claims with respect to the foregoing, including under any and all related agreements, instruments and other documents, and (xi) cash and non-cash proceeds of any of the foregoing, in each case whether presently existing or owned or hereafter arising or acquired and wherever located, and as from time to time received or receivable by, or otherwise paid or distributed to or acquired by, any Grantor.

“Pledged Debt” means the indebtedness in described in Schedule 3.

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“Pledged Shares” means all of the issued and outstanding shares of capital stock, whether certificated or uncertificated, of Holdings’ direct or indirect Subsidiaries (other than Subsidiaries which are owned by Non-Wholly-Owned Subsidiaries) now owned by any Grantor, as more specifically described in Schedule 3.

“Primary Account” means each Deposit Account for which a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent has been executed and delivered to the Administrative Agent by the applicable Grantor and the bank or other depository institution at which such Deposit Account is maintained.

“Proceeds” means all proceeds, as such term is defined in Article 9 of the UCC.

“Rights to Payment” means any and all of any Grantor’s Accounts and any and all of any Grantor’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its Chattel Paper, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights, Proceeds and Supporting Obligations.

“Secured Obligations” means all indebtedness, liabilities and other obligations of the Grantors to the Secured Parties created under, or arising out of or in connection with, the Credit Agreement, the Notes or any of the other Loan Documents, and any and all other indebtedness, liabilities and other obligations of the Grantors to the Administrative Agent, the Lenders or any Affiliate thereof, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement, all Secured Swap Obligations, and all other amounts payable by the Grantors to any Secured Party thereunder or in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against any Grantor of any Insolvency Proceedings naming such Person as the debtor in such proceeding.

“Secured Parties” means the Lenders and the Administrative Agent, and each of their respective successors, transferees and assigns.

“Secured Swap Obligations” means all obligations and liabilities of any Grantor of any kind arising under all Specified Swap Contracts, including obligations and liabilities arising in connection with or as a result of early termination of a Swap Contract, whether or not occurring as a result of a default thereunder), absolute or contingent, due or to become due, now existing or hereafter created or incurred, liquidated or unliquidated, determined or undetermined.

“Supporting Obligations” means all supporting obligations, as such term is defined in Article 9 of the UCC.

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of California.

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“Zero Balance Account” means each Deposit Account designated as a “zero balance” account on Schedule I hereto and any other Deposit Account designated as a “zero balance” account in a written notice to the Administrative Agent pursuant to Section 5(m) hereof.

(c) Terms Defined in UCC. Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC.

(d) Interpretation. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Agreement and are incorporated herein by this reference.

SECTION 2 Security Interest.

(a) Grant of Security Interest. As security for the payment and performance of the Secured Obligations, each Grantor hereby reaffirms that the security interests granted to the Administrative Agent under the Existing Security Agreement constitute, and shall constitute on and after the date hereof, valid and perfected Liens on the Collateral (subject only to Permitted Liens) to secure the Secured Obligations. Additionally, as security for the payment and performance of the Secured Obligations, each Grantor hereby further grants to the Administrative Agent, for itself and on behalf of and for the ratable benefit of the other Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including the following property (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; and (xii) all money, all products and Proceeds of any and all of the foregoing, and all Supporting Obligations of any and all of the foregoing. Notwithstanding the foregoing, except for fixtures (to the extent covered by Article 9 of the UCC), such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any Chattel Paper, contracts and other General Intangibles which are now or hereafter held by any Grantor as licensee, lessee or otherwise, to the extent that (i) such Chattel Paper, contracts and other General Intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include (A) any General Intangible which is Rights to Payment or a proceed of, or otherwise related to the enforcement and

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collection of, any Rights to Payment, or goods which are the subject of any Rights to Payment, (B) any and all proceeds of such Chattel Paper, contracts and other General Intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (C) upon any such licensor's, lessor's or other applicable party's consent with respect to any such otherwise excluded Chattel Paper, contracts or other General Intangibles being obtained, thereafter such Chattel Paper, contracts or other General Intangibles as well as any and all proceeds thereof that might have theretofore been excluded from such grant of a security interest and the term “Collateral.”

(b) Grantors Remain Liable. Anything herein to the contrary notwithstanding, (i) each Grantor shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral, and (iii) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

(c) Continuing Security Interest. Each Grantor agrees that this Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 24.

SECTION 3 Perfection Procedures. Each Grantor shall (if necessary) execute and deliver to the Administrative Agent concurrently with the execution of this Agreement, and each Grantor hereby authorizes the Administrative Agent to file (with or without such Grantor’s signature) at any time and from time to time thereafter, all financing statements, continuation statements, termination statements, security agreements relating to the Intellectual Property Collateral, assignments, fixture filings, affidavits, reports, notices, and other documents and instruments, in form satisfactory to the Administrative Agent, and take all other action, as the Administrative Agent or the Majority Lenders may request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor (1) ratifies and authorizes the filing by the Administrative Agent of any financing statements filed prior to the date hereof and (2) shall from time to time take the following actions:

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(a) Filing of Financing Statements. On or prior to the Effective Date each Grantor authorizes the Administrative Agent to file completed UCC-1 financing statements in the offices described in Schedule 4 (the “Filing Offices”), and after the Effective Date the applicable Grantor authorizes the Administrative Agent to file completed UCC-1 financing statements in the appropriate filing office or offices in any state identified by a Grantor in a notice delivered to the Administrative Agent pursuant to subsection 5(e).

(b) Delivery of Pledged Collateral. Each Grantor hereby agrees to deliver to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, the certificates, instruments and other writings representing any Pledged Collateral, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form satisfactory to the Administrative Agent. If any Grantor shall become entitled to receive or shall receive any Pledged Collateral after the date hereof, such Grantor shall accept the foregoing as the agent for the Administrative Agent, shall hold it in trust for the Administrative Agent, shall segregate it from other property or funds of such Grantor, and shall immediately deliver the same and all certificates, instruments and other writings representing such Pledged Collateral forthwith to or for the account of the Administrative Agent, at the address and to the Person to be designated by the Administrative Agent, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank in form satisfactory to the Administrative Agent. Anything to the contrary notwithstanding, so long as no Event of Default shall have occurred and be continuing, (i) each Grantor may retain for collection in the ordinary course any Instruments received by such Grantor in the ordinary course of business, and the Administrative Agent shall, promptly upon request of such Grantor, make appropriate arrangements for making any other Instruments and/or Pledged Debt pledged by such Grantor available to the payor of any such Instrument or Pledged Debt for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent required under applicable law to continue perfected the Administrative Agent’s security interest hereunder in such Instruments or Pledged Debt, against trust receipt or like document), and (ii) each Grantor may retain any additional Pledged Collateral consisting of Instruments with a face value of less than $1,000,000 individually and $5,000,000 in the aggregate for all such Instruments or, in the case of any such additional Pledged Collateral with no face value, then such additional Pledged Collateral with a fair market value of less than $1,000,000 individually and $5,000,000 in the aggregate for all such Instruments, as determined by such Grantor in good faith.

(c) Transfer of Security Interest Other Than by Delivery. If for any reason Pledged Collateral cannot be delivered to or for the account of the Administrative Agent as provided in subsection 3(b), each Grantor shall promptly take such other steps as may be necessary or as shall be reasonably requested from time to time by the Administrative Agent to effect a transfer of a perfected first

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priority security interest in and pledge of the Pledged Collateral to the Administrative Agent for itself and on behalf of and for the ratable benefit of the other Secured Parties pursuant to the UCC. To the extent practicable, such Grantor shall thereafter deliver the Pledged Collateral to or for the account of the Administrative Agent as provided in subsection 3(b).

(d) Deposit Accounts. Each Grantor shall execute such notices, and shall take such other action, including delivery of Control Agreements, as the Administrative Agent may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in Collateral consisting of Deposit Accounts (other than any Zero Balance Accounts, unless the Administrative Agent determines in its reasonable discretion that obtaining a Control Agreement in respect of one or more Zero Balance Accounts is necessary or desirable) and to accomplish the purposes of this Agreement.

(e) Intellectual Property Collateral. (i) Each Grantor shall execute and deliver to the Administrative Agent, concurrently with the execution of this Agreement, such Intellectual Property Security Agreements as the Administrative Agent and the Majority Lenders may reasonably request, and authorizes the Administrative Agent to record such Intellectual Property Security Agreements with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Majority Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Intellectual Property Collateral. (ii) Immediately following the creation or other acquisition of any Intellectual Property Collateral by any Grantor after the date hereof which is registered or becomes registered or the subject of an application for registration with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, such Grantor shall modify this Agreement by amending Schedule 2 to include any Intellectual Property Collateral which becomes part of the Collateral and which was not included on Schedule 2 as of the date hereof and authorizes the Administrative Agent to record any Intellectual Property Security Agreement related thereto with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Majority Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Intellectual Property Collateral.

(f) Documents, Etc. Each Grantor shall deliver to the Administrative Agent, or an agent designated by it, appropriately endorsed or accompanied by appropriate instruments of transfer or assignment, all Docu-ments and Chattel Paper, and all other Rights to Payment at any time evidenced by promissory notes, trade acceptances or other instruments, not already delivered hereunder pursuant to this Section 3; provided, however, that unless an Event of Default shall have occurred and be continuing, such Grantor shall not be

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required to deliver any Document, Chattel Paper, promissory note, trade acceptance or other instrument having a face amount not in excess of $1,000,000 individually and $5,000,000 in the aggregate for all such items. Upon the request of the Administrative Agent, Grantors shall mark all Documents and Chattel Paper with such legends as the Administrative Agent shall reasonably specify.

(g) Bailees. At any time and from time to time, the Administrative Agent may give notice to any Person holding all or any portion of the Collateral that such Person is holding the Collateral as the agent and bailee of, and as pledge holder for, the Administrative Agent, and obtain such Person’s written acknowledgment thereof. Without limiting the generality of the foregoing, each Grantor, upon the Administrative Agent’s reasonable request, will join with the Administrative Agent in notifying any Person who has possession of any Collateral of the Administrative Agent’s security interest therein and obtaining an acknowledgment from such Person that it is holding the Collateral for the benefit of the Administrative Agent.

(h) Control. Without limiting the foregoing provisions of this Section 3, each Grantor will cooperate with the Administrative Agent in obtaining control (as defined in the UCC) of Collateral consisting of any Deposit Accounts (other than any Zero Balance Account, unless the Administrative Agent determines in its reasonable discretion that obtaining a Control Agreement in respect of one or more Zero Balance Accounts is necessary or desirable), Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights.

(i) Controlled Foreign Corporations. Notwithstanding anything herein to the contrary, in no event shall the Collateral include, and no Grantor shall be deemed to have granted a security interest in, any of such Grantor’s right, title or interest in any of the outstanding capital stock or other ownership interests of a Controlled Foreign Corporation (as defined below) in excess of 65% of the voting power of all classes of capital stock or other ownership interests of such Controlled Foreign Corporation entitled to vote; provided that immediately upon the amendment of the Code to allow the pledge of a greater percentage of the voting power of capital stock or other ownership interests in a Controlled Foreign Corporation without adverse tax consequences, the Collateral shall include, and such Grantor shall be deemed to have granted a security interest in, such greater percentage of capital stock or other ownership interests of each Controlled Foreign Corporation. As used herein, “Controlled Foreign Corporation” shall mean a “controlled foreign corporation” as defined in the Code.

SECTION 4 Representations and Warranties. In addition to the representations and warranties of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, each Grantor represents and warrants to each Lender and the Administrative Agent that:

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(a) Location of Chief Executive Office. Each Grantor’s chief executive office is set forth in Schedule 1.

(b) Locations of Books. All locations where Books pertaining to the Rights to Payment are kept, including all equipment necessary for accessing such Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Books or collecting Rights to Payment for any Grantor, are set forth in Schedule 1.

(c) Jurisdiction of Organization and Names. Each Grantor’s jurisdiction of organization is set forth in Schedule 1; and each Grantor’s exact legal name is as set forth in the first paragraph of this Agreement. All trade names and trade styles under which each Grantor presently conducts its business operations are set forth in Schedule 1, and, except as set forth in Schedule 1, each Grantor has not, at any time in the past five years: (i) been known as or used any other corporate, trade or fictitious name; (ii) changed its name; (iii) been the surviving or resulting corporation in a merger or consolidation; or (iv) acquired through asset purchase or otherwise any business of any Person.

(d) Collateral. Each Grantor has rights in or the power to transfer the Collateral, and each Grantor is, and, except as permitted by Section 5(i), will continue to be, the sole and complete owner of the Collateral (or, in the case of after-acquired Collateral, at the time any Grantor acquires rights in such Collateral, will be the sole and complete owner thereof), free from any Lien other than Permitted Liens.

(e) Enforceability; Priority of Security Interest. (i) This Agreement creates a security interest which is enforceable against the Collateral in which each Grantor now has rights and will create a security interest which is enforceable against the Collateral in which such Grantor hereafter acquires rights at the time such Grantor acquires any such rights; and (ii) the Administrative Agent has a perfected and first priority security interest in the Collateral in which such Grantor now has rights, and will have a perfected and first priority security interest in the Collateral in which such Grantor hereafter acquires rights at the time such Grantor acquires any such rights, in each case for the Administrative Agent’s own benefit and for the ratable benefit of the other Secured Parties and subject to Permitted Liens, securing the payment and performance of the Secured Obligations.

(f) Other Financing Statements. Other than (i) financing statements disclosed to the Administrative Agent and (ii) financing statements in favor of the Administrative Agent in its capacity as Administrative Agent for itself and the other Secured Parties under the Credit Agreement

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and any other Loan Documents, no effective financing statement naming the Grantor as debtor, assignor, grantor, mortgagor, pledgor or the like and covering all or any part of the Collateral is on file in any filing or recording office in any jurisdiction, except in respect of Permitted Liens.

(g) Rights to Payment.

(i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens (other than Permitted Liens), and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 5(k), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business;

(ii) to the best of each Grantor’s knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP;

(iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws;

(iv) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents;

(v) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and

(vi) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP;

(h) Inventory. No Inventory is stored with any bailee, warehouseman or similar Person, nor has any Inventory been consigned to any Grantor or consigned by any Grantor to any

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Person or is held by any Grantor for any Person under any “bill and hold” or other arrangement, except at locations listed, and as specified, in Schedule 1.

(i) Intellectual Property.

(i) Except as set forth in Schedule 2, no Grantor (directly or through any Subsidiary) owns, possesses or uses under any licensing arrangement any patents, copyrights, trademarks, service marks or trade names, nor is there currently pending before any Governmental Authority any application for registration of any patent, copyright, trademark, service mark or trade name material to its business and operations;

(ii) all of each Grantor’s patents, copyrights, trademarks, service marks and trade names are subsisting and have not been adjudged invalid or unenforceable in whole or in part;

(iii) all maintenance fees required to be paid by any Grantor on account of any of its patents have been timely paid for maintaining such patents in force, and, to the best of such Grantor’s knowledge, each of such patents is valid and enforceable;

(iv) to the best of each Grantor’s knowledge, no infringement or unauthorized use presently is being made of any Intellectual Property Collateral by any Person that could reasonably be expected to have a Material Adverse Effect; and

(v) each Grantor owns, has material rights under, is a party to, or an assignee of a party to all material licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, trade names and all other Intellectual Property Collateral necessary to continue to conduct its business as heretofore conducted.

(j) Equipment. As of the Effective Date, none of the Equipment that is material to any Grantor is leased from any Person, except as set forth in UCC record searches delivered to the Administrative Agent or as otherwise disclosed to the Administrative Agent and the Lenders.

(k) Deposit Accounts. The names and addresses of all financial institutions at which any Grantor maintains its Deposit Accounts, and the account numbers and account names of such Deposit Accounts, are set forth in Schedule 1.

(l) Pledged Debt and Instrument Collateral. (i) No Grantor has previously assigned any interest in the Pledged Debt or any Instrument Collateral (other than to the Administrative Agent and such interests as will be released on or before the date hereof), (ii) no Person other than such Grantor owns an interest in the Pledged Debt or Instrument Collateral (whether as joint holders, participants or otherwise), (iii) the entire Pledged Debt and Instrument Collateral is

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owing only to such Grantor, and (iv) no material default exists under or in respect of the Pledged Debt or Instrument Collateral.

(m) Pledged Shares, Partnership and LLC Collateral and other Pledged Collateral. (i) All the Pledged Shares and Partnership and LLC Collateral have been, and upon issuance any additional Pledged Collateral consisting of Pledged Shares, Partnership and LLC Collateral or any other securities, will be, duly and validly issued, and are and will be fully paid and non-assessable, subject in the case of Partnership and LLC Collateral to future assessments required under applicable law and any applicable partnership agreement, (ii) the applicable Grantor is or, in the case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (iii) there are no restrictions on the transferability of the Pledged Collateral or such additional Pledged Collateral to the Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (iv) except as set forth in Section 3(j), in Schedule 3 or in Schedule 6.17 of the Credit Agreement, the Pledged Shares and Partnership and LLC Collateral constitute 100% of the issued and outstanding shares of capital stock, membership interests and partnership interests of Holdings’ direct and indirect U.S. Subsidiaries (other than Subsidiaries which are owned by Non-Wholly-Owned Subsidiaries), and no securities convertible into or exchangeable for any shares of capital stock, membership interests and partnership interests of any such Subsidiary, or any options, warrants or other commitments entitling any Person to purchase or otherwise acquire any shares of capital stock, membership interests and partnership interests of any such Subsidiary, are issued and outstanding, and (v) any and all shareholders agreements, voting trusts, proxy agreements or other agreements or understandings which affect or relate to the voting or giving of written consents with respect to any of the Pledged Shares, and any and all partnership agreements, operating agreements and other agreements relating to the Partnership and LLC Collateral, have been disclosed in writing to the Administrative Agent and the Lenders.

(n) Other Investment Property; Instruments; and Chattel Paper. All securities accounts of the Grantors and other Investment Property of the Grantors are set forth in Schedule 1, and all Instruments and Chattel Paper held by Grantors are also set forth in Schedule 1.

(o) Control Agreements. No Control Agreements exist with respect to any Collateral other than any Control Agreements in favor of the Administrative Agent.

(p) Letter-of-Credit Rights. None of the Grantors have any Letter-of-Credit Rights except as set forth in Schedule 1.

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(q) Commercial Tort Claims. None of the Grantors have any Commercial Tort Claims except as set forth in Schedule 1.

SECTION 5 Covenants. In addition to the covenants of the Grantors set forth in the Credit Agreement, which are incorporated herein by this reference, so long as any of the Secured Obligations remain unsatisfied or any Lender shall have any Commitment or any Letter of Credit shall be outstanding or any Specified Swap Contract shall be in effect, each Grantor agrees that:

(a) Defense of Collateral. Each Grantor shall appear in and defend any action, suit or proceeding which may affect to a material extent its title to, or right or interest in, or the Administrative Agent’s right or interest in, the Collateral.

(b) Preservation of Collateral. Each Grantor shall do and perform all reasonable acts that may be necessary and appropriate to maintain, preserve and protect the Collateral.

(c) Compliance with Laws, Etc. Each Grantor shall comply in all material respects with all laws, regulations and ordinances, and all policies of insurance, relating in a material way to the possession, operation, maintenance and control of the Collateral.

(d) Location of Books and Chief Executive Office. Each Grantor shall: (i) keep all Books (other than copies) pertaining to the Rights to Payment at the locations set forth in Schedule 1; and (ii) give prompt written notice to the Administrative Agent, but in any event within 30 days, of (a) any changes in any such location where Books pertaining to the Rights to Payment are kept, including any change of name or address of any service bureau, computer or data processing company or other Person preparing or maintaining any Books or collecting Rights to Payment for such Grantor or (b) any changes in the location of such Grantor’s chief executive office or principal place of business.

(e) Change in Name, Identity or Structure. Each Grantor shall give prompt written notice to the Administrative Agent, but in any event within 10 days, of (i) any change in name, (ii) any change in its jurisdiction of organization, (iii) any change in its registration as an organization (or any new such registration); and (iv) any changes in its identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading;

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provided that no Grantor shall change its jurisdiction of organization to a jurisdiction outside of the United States.

(f) Maintenance of Records. Each Grantor shall keep accurate and complete Books with respect to the Collateral, disclosing the Administrative Agent’s security interest hereunder.

(g) Invoicing of Sales. The Grantor will invoice all of its sales upon forms customary in the industry and maintain proof of delivery and customer acceptance of goods.

(h) Disposition of Collateral. Each Grantor shall not surrender or lose possession of (other than to the Administrative Agent), sell, lease, rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except to the extent permitted by the Loan Documents (including disposition permitted under Section 8.02 of the Credit Agreement).

(i) Liens. Each Grantor shall keep the Collateral free of all Liens except Permitted Liens.

(j) Expenses. The Grantor (or purchaser of Inventory) will pay all expenses of protecting, storing, warehousing, insuring, handling and shipping the Collateral.

(k) Leased Premises. At the Administrative Agent’s request, any Grantor shall obtain from each Person from whom such Grantor leases any premises at which any Collateral is at any time present such collateral access, subordination, waiver, consent and estoppel agreements as the Administrative Agent may reasonably require, in form and substance satisfactory to the Administrative Agent.

(l) Rights to Payment. Each Grantor shall:

(i) with such frequency as the Administrative Agent or the Majority Lenders may require, furnish to the Administrative Agent such information relating to the Accounts as the Administrative Agent or the Majority Lenders shall from time to time reasonably request;

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(ii) give only normal discounts, allowances and credits as to Accounts and other Rights to Payment, in the ordinary course of business, according to normal trade practices, and enforce all Accounts and other Rights to Payment strictly in accordance with their terms, and during the existence of an Event of Default, take all such action to such end as may from time to time be reasonably requested by the Administrative Agent or the Majority Lenders, except that such Grantor may at any time grant any extension of the time for payment or enter into any agreement to make a rebate or otherwise to reduce the amount owing on or with respect to, or compromise or settle for less than the full amount thereof, any Account or other Right to Payment, in the ordinary course of business, according to normal trade practices;

(iii) if any discount, allowance, credit, extension of time for payment, agreement to make a rebate or otherwise to reduce the amount owing on, or compromise or settle, an Account or other Right to Payment exists or occurs, or if, to the knowledge of any Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to an Account or other Right to Payment, disclose such fact to the Administrative Agent in the Books relating to such Account or other Right to Payment when such Books are requested for inspection by the Administrative Agent, and in connection with any invoice or report furnished by any Grantor to the Administrative Agent relating to such Account or other Right to Payment;

(iv) if any Accounts arise from contracts with the United States or any department, agency or instrumentality thereof, promptly notify the Administrative Agent thereof and execute any documents and instruments and take any other steps reasonably requested by the Administrative Agent in order that all monies due and to become due thereunder shall be assigned to the Administrative Agent and notice thereof given to the Federal authorities under the Federal Assignment of Claims Act (provided that such assignment and notice shall not be required if the applicable contract prohibits assignment);

(v) in accordance with its sound business judgment perform and comply in all material respects with its obligations in respect of the Accounts and other Rights to Payment;

(vi) upon the request of the Administrative Agent or the Majority Lenders (a) at any time, notify all or any designated portion of the account debtors and other obligors on the Rights to Payment of the security interest hereunder, and (b) upon the occurrence of an Event of Default) notify the account debtors and other obligors on the Rights to Payment or any designated portion thereof that payment shall be made directly to the Administrative Agent or to such other Person or location as the Administrative Agent shall specify; and

(vii) upon the occurrence of any Event of Default, establish such lockbox or similar arrangements for the payment of the Accounts and other Rights to Payment as the Administrative Agent shall require.

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(m) Deposit Accounts and Securities Accounts. Each Grantor shall give the Administrative Agent notice of the establishment of any new Deposit Account and any new securities account with respect to any Investment Property in each Update Certificate delivered by Holdings to the Administrative Agent pursuant to Section 7.02(h) of the Credit Agreement; provided, however, that upon the occurrence of an Event of Default, each Grantor shall give the Administrative Agent notice of any such Deposit Account or securities account at such times and with such frequency as the Administrative Agent or the Majority Lenders shall request.

(n) Inventory. Each Grantor shall:

(i) at such times as the Administrative Agent or the Majority Lenders shall request, prepare and deliver to the Administrative Agent a report of all Inventory, in form and substance satisfactory to the Administrative Agent and the Majority Lenders;

(ii) upon the request of the Administrative Agent or the Majority Lenders, take a physical listing of the Inventory and promptly deliver a copy of such physical listing to the Administrative Agent; and

(iii) not store any Inventory with a bailee, warehouseman or similar Person or on premises leased to any Grantor, nor dispose of any Inventory on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment or similar basis, nor acquire any Inventory from any Person on any such basis, except in the ordinary course of business and in accordance with its normal practices.

(o) Equipment. Each Grantor shall, upon the Administrative Agent’s or the Majority Lenders’ request, deliver to the Administrative Agent a report of each item of Equipment, in form and substance satisfactory to the Administrative Agent and the Majority Lenders.

(p) Intellectual Property Collateral. Each Grantor shall:

(i) not allow or suffer any Intellectual Property Collateral to become abandoned, nor any registration thereof to be terminated, forfeited, expired or dedicated to the public, except for Intellectual Property Collateral having negligible commercial value;

(ii) not enter into any agreements or transactions (including any license, sublicense or royalty agreement) pertaining to any Intellectual Property Collateral outside of the ordinary course of business, or enter into any exclusive license or sublicense of any Intellectual Property Collateral, except in a transaction permitted under the Loan Documents;

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(iii) promptly give the Administrative Agent notice of any rights any Grantor may obtain to any new patentable inventions, copyrightable works or other new Intellectual Property Collateral which such Grantor intends to register, prior to the filing of any application for registration thereof; and

(iv) diligently prosecute all applications for patents, copyrights and trademarks, and file and prosecute any and all continuations, continuations-in-part, applications for reissue, applications for certificate of correction and like matters as shall be reasonable and appropriate in accordance with prudent business practice, and promptly and timely pay any and all maintenance, license, registration and other fees, taxes and expenses incurred in connection with any Intellectual Property Collateral.

(q) Notices, Reports and Information. Each Grantor shall (i) notify the Administrative Agent of any material claim made or asserted against the Collateral by any Person and of any change in the composition of the Collateral or other event which could materially adversely affect the value of the Collateral or the Administrative Agent’s Lien thereon; (ii) furnish to the Administrative Agent such statements and schedules further identifying and describing the Collateral and such other reports and other information in connection with the Collateral as the Administrative Agent or the Majority Lenders may reasonably request, all in reasonable detail; and (iii) upon reasonable request of the Administrative Agent or the Majority Lenders make such demands and requests for information and reports as any Grantor is entitled to make in respect of the Collateral.

(r) Commercial Tort Claims. Each Grantor will give the Administrative Agent prompt notice if such Grantor shall at any time hold or acquire any Commercial Tort Claim.

(s) Letter-of-Credit Rights. Each Grantor will give the Administrative Agent immediate notice if such Grantor shall at any time hold or acquire any Letter-of-Credit Rights.

(t) Shareholder Agreements and Other Agreements. (i) Each Grantor shall comply with all of its obligations under any shareholders agreement, operating agreement, partnership agreement, voting trust, proxy agreement or other agreement or understanding (collectively, the “Pledged Collateral Agreements”) to which it is a party and shall enforce all of its rights thereunder.

(ii) No Grantor shall vote to enable or take any other action to amend or terminate, or waive compliance with any of the terms of, any Pledged Collateral Agreement, certificate or articles of incorporation, bylaws or other organizational documents in any way that materially changes the rights of such Grantor with respect to any Pledged Collateral in a manner adverse to the Administrative Agent or the Lenders or

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that adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein.

(u) Insurance (i). (i) Each Grantor shall carry and maintain in full force and effect, at the expense of the Grantors and with financially sound and reputable insurance companies, insurance with respect to the Collateral in such amounts, with such deductibles and covering such risks as shall be specified in the Credit Agreement. Upon the request of the Administrative Agent or the Majority Lenders, and in any event not less often than annually, each Grantor shall furnish the Administrative Agent with full information as to the insurance carried by it and, if so requested, copies of all such insurance policies. All insurance policies required under this subsection (v) shall provide that they shall not be terminated or cancelled nor shall any such policy be materially changed without at least 30 days’ prior written notice to the Grantor and the Administrative Agent (or 10 days’ prior written notice if the Administrative Agent consents to such shorter notice). Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder shall entitle the Administrative Agent to renew any such policies, cause the coverages and amounts thereof to be maintained at levels required pursuant to the first sentence of this subsection (v) or otherwise to obtain similar insurance in place of such policies, in each case at the expense of the Grantors.

(ii) If Collateral with a value exceeding $5,000,000 of any Grantor shall be materially damaged or destroyed, in whole or in part, by fire or other casualty, such Grantor shall give prompt notice thereof to the Administrative Agent. No settlement on account of any loss on any such Collateral covered by insurance shall be made for less than insured value without the consent of the Majority Lenders. After the occurrence and during the continuance of an Event of Default, or as otherwise required under the Loan Documents, all sums payable to any Grantor by any insurer with respect to a casualty relating to all or any part of the Collateral shall be paid to the Administrative Agent. If any Grantor shall receive any insurance proceeds which are to be paid to the Administrative Agent pursuant to the previous sentence, such Grantor shall hold such proceeds in trust for the Administrative Agent, shall segregate such proceeds from other funds of such Grantor, and shall immediately forward such proceeds in the form received to the Administrative Agent (appropriately indorsed by such Grantor to the order of the Administrative Agent or in such other manner as shall be satisfactory to the Administrative Agent). All such insurance proceeds may be retained by the Administrative Agent as part of Collateral hereunder and held in the Proceeds Account, applied by the Administrative Agent toward payment of all or part of the Secured Obligations in such order as is provided herein, or released to such Grantor upon its request with the consent of the Majority Lenders.

(v) Zero Balance Accounts. Each Grantor shall take all steps necessary to ensure that (i) each Zero Balance Account is swept into a Primary Account no less frequently than every other

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day, and (ii) no Zero Balance Account shall maintain a balance in excess of $5,000 for a period in excess of three consecutive Business Days.

SECTION 6 Administration of the Rights to Payment and Pledged Collateral.

(a) Collection of Rights to Payment. Until the Administrative Agent exercises its rights hereunder to collect Rights to Payment, each Grantor shall endeavor in the first instance diligently to collect all amounts due or to become due on or with respect to the Rights to Payment. At the request of the Administrative Agent or the Majority Lenders, during the continuance of any Event of Default, all remittances received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer).

(b) Investment Property and Instruments. Unless and until an Event of Default shall have occurred, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Credit Agreement; provided, however, that, except in connection with transactions permitted under Section 8.02 or Section 8.03 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of such Grantor or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization. At the request of the Administrative Agent or the Majority Lenders, during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Investment Property or Instruments, and all such distributions or payments received by any Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). During the continuance of an Event of Default any such distributions and payments with respect to any Investment Property held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, the Administrative Agent shall have the right, during the continuance of an Event of Default, following prior written notice to any Grantor, to vote and to give consents, ratifications and waivers with respect to any Investment Property, Pledged Debt and Instruments, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no duty to exercise any of the

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foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in doing so.

(c) Voting Prior to an Event of Default. Unless and until an Event of Default shall have occurred and be continuing each Grantor shall have the right to vote the Pledged Collateral and to give consents, ratifications and waivers in respect thereof, and shall retain the power to control the direction, management and policies of any Person comprising the Pledged Collateral to the same extent as such Grantor would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of materially impairing the position or interest of the Administrative Agent and the Secured Parties in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock or other ownership interest in or of any such Person or be inconsistent with or violate any provision of this Agreement, the Credit Agreement, or any other Loan Documents. If applicable, such Grantor shall be deemed the beneficial owner of all Pledged Collateral for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (c) and to receive the distributions which it is authorized to receive and retain pursuant to this subsec-tion (c).

(d) General Authority upon an Event of Default. During the continuance of any Event of Default:

(i) the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by the Administrative Agent as part of the Pledged Collateral; and

(ii) the Administrative Agent shall have the right following prior written notice to the Grantor to vote or consent to take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, as if the Administrative Agent were the absolute owner thereof.

(e) Distributions to Be Held for Administrative Agent. Distributions and other payments which are received by the Grantor but which it is not entitled to retain as a result of the operation of this Section 6 shall be held in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith paid over or delivered to the Administrative Agent in the same form as so received.

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(f) Certain Other Administrative Matters. The Administrative Agent may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees (subject to the revocable rights specified in this Section 6) if, in the Administrative Agent’s reasonable discretion, such action is necessary or desirable to protect or exercise the Administrative Agent’s rights and interests hereunder. The Administrative Agent shall at all times have the right to exchange uncertificated Pledged Collateral for certificated Pledged Collateral, and to exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any purpose consistent with this Agreement.

SECTION 7 Authorization; Administrative Agent Appointed Attorney-in-Fact. The Administrative Agent shall have the right to, in the name of any Grantor, or in the name of the Administrative Agent or otherwise, without notice to or assent by such Grantor, and each Grantor hereby constitutes and appoints the Administrative Agent (and any of the Administrative Agent’s officers or employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful attorney-in-fact, with full power and authority to:

(a) sign and file any of the financing statements which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Administrative Agent’s security interest in the Collateral and file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedures;

(b) take possession of and endorse any notes, acceptances, checks, drafts, money orders or other forms of payment or security and collect any Proceeds of any Collateral;

(c) sign and endorse any invoice or bill of lading relating to any of the Collateral, warehouse or storage receipts, drafts against customers or other obligors, assignments, notices of assignment, verifications and notices to customers or other obligors;

(d) notify the U.S. Postal Service and other postal authorities to change the address for delivery of mail addressed to any Grantor to such address as the Administrative Agent may designate (provided that the Administrative Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral); and, without limiting the generality of the foregoing, establish with any Person lockbox or similar arrangements for the payment of the Rights to Payment;

(e) receive, open and dispose of all mail addressed to any Grantor (provided that the Administrative Agent agrees it will promptly deliver over to such Grantors any mail that does not relate to the Collateral);

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(f) send requests for verification of Rights to Payment to the customers or other obligors of any Grantor;

(g) contact, or direct any Grantor to contact, all account debtors and other obligors on the Rights to Payment and instruct such account debtors and other obligors to make all payments directly to the Administrative Agent;

(h) assert, adjust, sue for, compromise or release any claims under any policies of insurance;

(i) exercise dominion and control over, and refuse to permit further withdrawals from, Deposit Accounts maintained with Wells Fargo or any other bank, financial institution or other Person;

(j) notify each Person maintaining lockbox or similar arrangements for the payment of the Rights to Payment to remit all amounts representing collections on the Rights to Payment directly to the Administrative Agent;

(k) ask, demand, collect, receive and give acquittances and receipts for any and all Rights to Payment, enforce payment or any other rights in respect of the Rights to Payment and other Collateral, grant consents, agree to any amendments, modifications or waivers of the agreements and documents governing the Rights to Payment and other Collateral, and otherwise file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Collateral, as the Administrative Agent or the Majority Lenders may deem necessary or desirable to maintain, preserve and protect the Collateral, to collect the Collateral or to enforce the rights of the Administrative Agent with respect to the Collateral;

(l) execute any and all applications, documents, papers and instruments necessary for the Administrative Agent to use the Intellectual Property Collateral and grant or issue any exclusive or non-exclusive license or sublicense with respect to any Intellectual Property Collateral;

(m) execute any and all endorsements, assignments or other documents and instruments necessary to sell, lease, assign, convey or otherwise transfer title in or dispose of the Collateral;

(n) execute and deliver to any securities intermediary or other Person any entitlement order or other notice, document or instrument which the Administrative Agent may deem necessary or advisable (A) to realize upon the Collateral, and (B) to maintain, protect and preserve the Deposit Accounts and Investment Property and the Administrative Agent’s security interest therein; and

(o) execute any and all such other documents and instruments, and do any and all acts and things for and on behalf of any Grantor, which the Administrative Agent or the Majority Lenders may deem necessary or advisable (A) to realize upon the

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Collateral, and (B) to maintain, protect and preserve the Collateral and the Administrative Agent’s security interest therein and to accomplish the purposes of this Agreement.

The Administrative Agent agrees that, except during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Administrative Agent, pursuant to clauses (b) through (m), (n)(A) and (o)(A) above. The foregoing power of attorney is coupled with an interest and irrevocable so long as the Lenders have any Commitments or any Letter of Credit remains outstanding or any Specified Swap Contract shall be in effect or the Secured Obligations have not been paid and performed in full. Each Grantor hereby ratifies, to the extent permitted by law, all that the Administrative Agent shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 7.

SECTION 8 Administrative Agent Performance of Company Obligations. The Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay under or in connection with this Agreement, and which such Grantor has failed to perform or pay as and when due, and such Grantor shall reimburse the Administrative Agent on demand for any amounts paid by the Administrative Agent pursuant to this Section 8.

SECTION 9 Administrative Agent’s Duties. Notwithstanding any provision contained in this Agreement, the Administrative Agent shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of Collateral in the Administrative Agent’s possession and the accounting for moneys actually received by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Collateral.

SECTION 10 Remedies.

(a) Remedies. During the continuance of any Event of Default, the Administrative Agent shall have, in addition to all other rights and remedies granted to it in this Agreement, the Credit Agreement or any other Loan Document, all rights and remedies of a secured party under the UCC and other applicable laws. Without limiting the generality of the foregoing, each Grantor agrees that:

(i) The Administrative Agent may peaceably and without notice enter any premises of any Grantor, take possession of any Collateral, remove or dispose of all or part of the Collateral on any premises of any Grantor or elsewhere, or, in the case of

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Equipment, render it nonfunctional, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or sue for all or any part of the Collateral, as the Administrative Agent may determine.

(ii) The Administrative Agent may require any Grantor to assemble all or any part of the Collateral and make it available to the Administrative Agent, at any place and time designated by the Administrative Agent.

(iii) The Administrative Agent may use or transfer any of any Grantor’s rights and interests in any Intellectual Property Collateral, by license, by sublicense (to the extent permitted by an applicable license) or otherwise, on such conditions and in such manner as the Administrative Agent may determine.

(iv) The Administrative Agent may secure the appointment of a receiver of the Collateral or any part thereof (to the extent and in the manner provided by applicable law).

(v) The Administrative Agent may withdraw (or cause to be withdrawn) any and all funds from any Deposit Accounts or securities accounts.

(vi) The Administrative Agent may sell, resell, lease, use, assign, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of any Grantor’s assets, without charge or liability to the Administrative Agent therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit or for future delivery without assumption of any credit risk, all as the Administrative Agent deems advisable; provided, however, that such Grantor shall be credited with the net proceeds of sale only when such proceeds are finally collected by the Administrative Agent. The Administrative Agent and each of the Lenders shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption each Grantor hereby releases, to the extent permitted by law. The Administrative Agent shall give each Grantor such notice of any public or private sale as may be required by the UCC or other applicable law. Each Grantor recognizes that the Administrative Agent may be unable to make a public sale of any or all of the Pledged Collateral, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to a restricted group of purchasers for investment and not with a view to any distribution thereof shall be considered a commercially reasonable sale.

(b) Sale of Collateral; Administrative Agent’s Obligations. Neither the Administrative Agent nor any Lender shall have any obligation to clean up or otherwise prepare the Collateral for sale. The Administrative Agent has no obligation to attempt to satisfy the Secured Obligations by collecting them from any other Person liable for them and the Administrative Agent and the Lenders may

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release, modify or waive any Collateral provided by any other Person to secure any of the Secured Obligations, all without affecting the Administrative Agent’s or any Lender’s rights against the Grantors. Each Grantor waives any right it may have to require the Administrative Agent or any Lender to pursue any third Person for any of the Secured Obligations. The Administrative Agent and the Lenders may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If the Administrative Agent sells any of the Collateral upon credit, the Grantors will be credited only with payments actually made by the purchaser, received by the Administrative Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantors shall be credited with the proceeds of the sale.

(c) License. For the purpose of enabling the Administrative Agent to exercise its rights and remedies under this Section 10 or otherwise in connection with this Agreement, each Grantor hereby grants to the Administrative Agent an irrevocable, non-exclusive and assignable license (exercisable without payment or royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Collateral.

(d) Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as there may exist an Event of Default(including with respect to undrawn amounts under any Letter of Credit or contingent amounts due under any Specified Swap Contract), the Administrative Agent may, at its election (in accordance with the direction of the Majority Lenders), (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “Proceeds Account”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable law. Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, each Grantor irrevocably waives until the termination of the security interests granted under this Agreement in

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accordance with Section 24 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.

(e) Application of Proceeds. Subject to subsection (d), cash proceeds actually received from the sale or other disposition or collection of Collateral, and any other amounts received in respect of the Collateral the application of which is not otherwise provided for herein, shall be applied in the order specified in Section 9.03 of the Credit Agreement. Any surplus thereof which exists after payment and performance in full of the Secured Obligations shall be promptly paid over to the Grantors entitled thereto or otherwise disposed of in accordance with the UCC or other applicable law. Each Grantor shall remain liable to the Administrative Agent and other Secured Parties for any deficiency which exists after any sale or other disposition or collection of Collateral.

SECTION 11 Certain Waivers. Each Grantor waives, to the fullest extent permitted by law, (i) any right of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling of the Collateral or other collateral or security for the Secured Obligations; (ii) any right to require the Administrative Agent or the Lenders (a) to proceed against any Person, (b) to exhaust any other collateral or security for any of the Secured Obligations, (c) to pursue any remedy in the Administrative Agent’s or any of the Lenders’ power, or (d) to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests or notices of dishonor in connection with any of the Collateral; and (iii) all claims, damages, and demands against the Administrative Agent or the Lenders arising out of the repossession, retention, sale or application of the proceeds of any sale of the Collateral.

SECTION 12 Notices. All notices or other communications hereunder shall be given in the manner and to the addresses specified in, and shall be effective as provided in, the Credit Agreement.

SECTION 13 No Waiver; Cumulative Remedies. No failure on the part of the Administrative Agent or any Lender to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any rights, remedies, powers and privileges that may otherwise be available to the Administrative Agent or any Lender.

SECTION 14 Costs and Expenses; Indemnification; Other Charges.

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(a) Costs and Expenses. The Grantors jointly and severally agree to pay on demand:

(i) the reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliates, and the Administrative Agent’s reasonable Attorney Costs, in connection with the negotiation, preparation, execution, delivery and administration of this Agreement, and any amendments, modifications or waivers of the terms thereof, any releases of Collateral, and the custody of the Collateral;

(ii) all reasonable title, appraisal (including the allocated costs of internal appraisal services), survey, audit, consulting, search, recording, filing and similar fees, costs and expenses incurred or sustained by the Administrative Agent or any of its Affiliates in connection with this Agreement or the Collateral; and

(iii) all costs and expenses of the Administrative Agent and its Affiliates, including all Attorney Costs, in connection with the enforcement or attempted enforcement of, and preservation of any rights or interests under, this Agreement, any out-of-court workout or other refinancing or restructuring or in any bankruptcy case, and the protection, sale or collection of, or other realization upon, any of the Collateral, including all expenses of taking, collecting, holding, sorting, handling, preparing for sale, selling, or the like, and other such expenses of sales and collections of Collateral, and any and all losses, costs and expenses sustained by the Administrative Agent and any Lender as a result of any failure by any Grantor to perform or observe its obligations contained herein.

(b) Indemnification. The Grantors jointly and severally hereby agree to indemnify, defend and hold the Agent-Related Persons, and each Secured Party and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of this Agreement or other Loan Document to which any Grantor is a party or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses,

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damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Holdings or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Holdings or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, except to the extent such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, nor shall any Indemnitee have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date).

(c) Other Charges. The Grantors jointly and severally agree to indemnify the Administrative Agent and each of the other Secured Parties against and hold each of them harmless from any and all present and future stamp, transfer, documentary and other such taxes, levies, fees, assessments and other charges made by any jurisdiction by reason of the execution, delivery, performance and enforcement of this Agreement.

(d) Interest. Any amounts payable to the Administrative Agent or any Secured Party under this Section 14 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at a fluctuating interest rate per annum at all times equal to the default rate of interest applicable to Base Rate Loans specified in Section 2.10(c) of the Credit Agreement to the fullest extent permitted by applicable Law. Any such interest shall be due and payable upon demand and shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed.

(e) Payment. Any All amounts due under this Section 14 shall be payable within ten Business Days after demand therefor.

(f) Survival. The agreements in this Section 14 shall survive the termination of the Commitments and repayment of all Secured Obligations.

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SECTION 15 Binding Effect. This Agreement shall be binding upon, inure to the benefit of and be enforceable by any Grantor, the Administrative Agent , each Secured Party, each Indemnified Person referred to in Section 14 and their respective successors and assigns and shall bind any Person who becomes bound as a debtor to this Agreement.

SECTION 16 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW AND TO THE EXTENT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER, OR THE REMEDIES HEREUNDER, IN RESPECT OF ANY COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN CALIFORNIA; PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

SECTION 17 Forum Selection and Consent to Jurisdiction.

(a) SUBMISSION TO JURISDICTION. THE GRANTORS AND ADMINISTRATIVE AGENT EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN FRANCISCO COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT RELATING HERETO, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO AGAINST HOLDINGS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) WAIVER OF VENUE. THE GRANTORS AND ADMINISTRATIVE AGENT EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

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OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 18 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION 19 Entire Agreement; Amendment. This Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the Grantors, the Lenders and the Administrative Agent, and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof and shall not be amended except by the written agreement of the parties as provided in the Credit Agreement.

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SECTION 20 Severability. If any provision of this Agreements or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 21 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 22 Incorporation of Provisions of the Credit Agreement. To the extent the Credit Agreement contains provisions of general applicability to the Loan Documents, including any such provisions contained in Article XI thereof, such provisions are incorporated herein by this reference.

SECTION 23 No Inconsistent Requirements. Each Grantor acknowledges that this Agreement and the other Loan Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all such covenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.

SECTION 24 Termination; Releases. (i) (i) Upon the termination of the Commitments of the Lenders the surrender of any Letters of Credit issued for the account of any Grantor under the Credit Agreement, termination of all Specified Swap Contracts and payment and performance in full of all Secured Obligations, the security interests granted under this Agreement shall terminate and the Administrative Agent shall promptly execute and deliver to each Grantor such documents and instruments reasonably requested by such Grantor as shall be necessary to evidence termination of all security interests given by any Grantor to the Administrative Agent hereunder; (ii) Concurrently with any permitted disposition of Collateral under the Loan Documents, the security interest hereunder shall automatically be released from the Collateral so disposed of; provided, however, that the security interest shall continue in the Proceeds thereof. Upon satisfaction of all conditions precedent to any permitted disposition set forth herein or in the other Loan Documents, the Administrative Agent shall execute and deliver any releases or other documents reasonably requested by the relevant Grantor to accomplish or confirm the release of

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Collateral provided by this Section. Any such release shall specifically describe the portion of the Collateral to be released, shall be expressed to be unconditional and shall be without recourse or warranty (other than a warranty that the Administrative Agent has not assigned its rights and interests to any other Person).

SECTION 25 Accession. Upon execution and delivery to the Administrative Agent of an Additional Guarantor Accession Agreement by a Subsidiary of Holdings as provided in Section 7.13 of the Credit Agreement, effective as of the Additional Guarantor Accession Date applicable thereto, such Guarantor shall be deemed a Grantor party hereto, and this Agreement shall be deemed amended to include any amendments to the Schedules provided by such Subsidiary in connection therewith.

SECTION 26 Amendment and Restatement. On and after the Effective Date, this Agreement shall amend, restate and supersede in its entirety and replace the Existing Security Agreement; provided, however, that the execution and delivery of this Agreement and the other Loan Documents shall not (a) operate as a waiver of any right, power or remedy of the Secured Parties under the Existing Security Agreement and the other related documents, except to the extent expressly waived in this Agreement and the other Loan Documents, (b) extinguish, impair or constitute a novation of any obligations of Holdings or any other Grantor under the Existing Security Agreement or the related documents except to the extent any such obligation is actually satisfied by Holdings or the relevant Grantor thereunder or (c) extinguish or impair any indemnification or similar rights under the Existing Security Agreement which by their terms would survive the termination of the Existing Security Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered in San Francisco, California, by their proper and duly authorized officers as of the day and year first above written.

GRANTORS:

BUILDING MATERIALS HOLDING CORPORATION

By: _______________________________________

Name:

Title:

BMC WEST CORPORATION

By:________________________________________

Name:

Title:

BMC WEST CORPORATION SOUTHCENTRAL

By:________________________________________

Name:

Title:

BMCW SOUTHCENTRAL, L.P.

By: BMC WEST CORPORATION

SOUTHCENTRAL, its General Partner

By:________________________________________

Name:

Title:

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BMCW, LLC

By: BMC WEST CORPORATION, its Managing Member

By:________________________________________

Name:

Title:

SELECTBUILD CONSTRUCTION, INC.
(formerly known as BMC Construction, Inc.)

By:________________________________________

Name:

Title:

KBI CONSTRUCTION, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Managing Member

By:________________________________________

Name:

Title:

KB INDUSTRIES LIMITED PARTNERSHIP

By: BUILDING MATERIALS HOLDING CORPORATION,
its General Partner

By:_________________________________________

Name:

Title:

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VAUGHN ROAD, L.L.C.

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:________________________________________

Name:

Title:

C CONSTRUCTION, INC.
(successor by merger to KBI Concrete, LLC
and Total Concrete, LLC)

By:________________________________________

Name:

Title:

KBI CONSTRUCTION, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:________________________________________

Name:

Title:

RJ NORCAL, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:________________________________________

Name:

Title:

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KBI NORCAL GENERAL PARTNERSHIP

By:________________________________________

Name:

Title:

KBI NORCAL WINDOWS, INC.

By:_________________________________________

Name:

Title:

KBI STUCCO, INC.

By:_________________________________________

Name:

Title:

TWF CONSTRUCTION, INC.

By:_________________________________________

Name:

Title:

KBI WINDOWS, INC.

By:_________________________________________

Name:

Title:

H.N.R. FRAMING SYSTEMS INC.

By:_________________________________________

Name:

Title:

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FSC CONSTRUCTION, INC.

By_________________________________________

Name:

Title:

BMC REALTY, INC.

By:_________________________________________

Name:

Title:

SELECTBUILD FLORIDA, LLC

By:_________________________________________

Name:

Title:

BBP CONCRETE CO.

By:_________________________________________

Name:

Title:

BBP CONSTRUCTION CO.

By:_________________________________________

Name:

Title:

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BBP COMMERCIAL CO.

By:________________________________________

Name:

Title:

TBA MATERIALS, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:________________________________________

Name:

Title:

SEVENTIETH AND NORTHERN AVENUE HOLDINGS, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:________________________________________

Name:

Title:

SELECTBUILD DISTRIBUTION, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:_______________________________________

Name:

Title:

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SELECTBUILD ARIZONA, LLC

By: SELECTBUILD CONSTRUCTION, INC.,
its Sole Member

By:_______________________________________

Name:

Title:

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:_______________________________________

Name:____________________________________

Title:_____________________________________

By:______________________________________

Name:___________________________________

Title:_____________________________________

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SCHEDULE 1

to the Security Agreement

1.	Locations of Chief Executive Office and other Locations, including of Collateral

Chief Executive Office and Principal Place of Business:

Other locations where any Grantor conducts business or Collateral is kept:

2.	Locations of Books Pertaining to Rights to Payment

3.	Jurisdiction of Organization

4.	Trade Names and Trade Styles; Other Corporate, Trade or Fictitious Names; Etc.

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5.	Deposit Accounts

6.	Investment Property

7.	Instruments and Chattel Paper

8.	Leased Equipment

9.	Commercial Tort Claims

10.

Letter-of-Credit Rights

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SCHEDULE 2

to the Security Agreement

1.	Patents, Trademarks, Copyrights, Etc.

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SCHEDULE 3

to the Security Agreement

1. Pledged LLC Interests. Interests in each limited liability company that is a Subsidiary as follows:

Subsidiary and Percentage Ownership Interest	Number of Units	Date of Issuance of Units

2. Pledged Partnership Interests. Interests in each general partnership, limited partnership, limited liability partnership or other partnership that is a Subsidiary as follows:

Subsidiary and Percentage Ownership Interest	Type of *Partnership Interest (e.g., general, limited)*	Date of Issuance or Formation	Number of Units or Other Ownership Interests

3. Pledged Shares. Capital stock of each Subsidiary being represented by stock certificates as follows:

Subsidiary and Percentage Ownership Interest	Certificate No.	Certificate Date	No. and Class of Shares

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2. Pledged Debt

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SCHEDULE 4

to the Security Agreement

Filing Offices

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EXHIBIT J

FORM OF UPDATE CERTIFICATE

for the Reporting Period ended __________________, 20__

TO: Wells Fargo Bank, National Association, as Administrative Agent

Reference is made to the Second Amended and Restated Credit Agreement, dated as of November __, 2006 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Building Materials Holding Corporation (“Holdings”), BMC West Corporation (the “Company”) and certain other affiliates of Holdings, as guarantors, JPMorgan Chase Bank, N.A., as Documentation Agent, SunTrust Bank, as Joint Lead Arranger and Co-Syndication Agent, BNP Paribas, as Joint Lead Arranger and Co-Syndication Agent, the several financial institutions from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as issuing bank of certain letters of credit (in such capacity, the “L/C Issuer”), as Swingline Lender, as administrative agent (in such capacity, the “Administrative Agent”), as Joint Lead Arranger and Joint Book Manager. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

This Update Certificate is provided pursuant to Section 7.02(h) of the Credit Agreement without limiting the ongoing reporting obligations of the Loan Parties under the Credit Agreement and the Security Agreement (as amended) with respect to the matters covered by this Update Certificate.

The undersigned hereby certifies to the Administrative Agent and the Lenders on behalf of each Loan Party that, during the fiscal quarter ended __________, 20_ (the “Reporting Period”), there has not been (i) any change in its corporate name or in its jurisdiction of organization, (ii) any change in the location of its chief executive office or (iii) the creation or acquisition of any Wholly-Owned Subsidiary by a Loan Party, except as follows:

1. Names.

(a) During the Reporting Period, a Loan Party changed its corporate name as follows:

(b) During the Reporting Period, a Loan Party changed its jurisdiction of organization as follows:

2. Locations. During the Reporting Period, a Loan Party changed the location of its chief executive office as follows:

3. Subsidiaries. During the Reporting Period, a Loan Party created or acquired the following direct or indirect Wholly-Owned Subsidiaries:

The undersigned hereby certifies to the Administrative Agent and the Lenders on behalf of each Loan Party that, during the Reporting Period, no new Deposit Account or

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securities account with respect to any Investment Property (as such terms are defined in the Security Agreement) has been established, except as follows:

Consistent with the provisions of revised Article 9 of the Uniform Commercial Code of the relevant jurisdiction(s) (as and when adopted), the Loan Parties hereby authorize the Administrative Agent to file (with or without a Loan Party’s signature), at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, financing statement amendments, termination statements and other documents and instruments, in form reasonably satisfactory to the Administrative Agent, and take all other action, as the Administrative Agent may deem reasonable, to perfect and continue perfected, maintain the priority of or provide notice of any security interest of the Administrative Agent in the Collateral and to accomplish the purposes of the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Update Certificate on behalf of itself and each other Loan Party this ____________ day of ____________________.

BUILDING MATERIALS HOLDING CORPORATION

By: ____________________________

Name:

Title:

Exhibit J
2


Article I.	DEFINITIONS	2
1.01	Certain Defined Terms	2
1.02	Other Interpretive Provisions	28
1.03	Accounting Principles	29

Article II.	THE CREDITS	29
2.01	Amounts and Terms of Commitments and Loans	29
2.02	Loan Accounts	33
2.03	Procedure for Borrowing	33
2.04	Conversion and Continuation Elections	35
2.05	Voluntary Termination or Reduction of Commitments	36
2.06	Swingline Loans	36
2.07	Optional Prepayments	38
2.08	Mandatory Prepayments of Loans; Mandatory Commitment Reductions	39
2.09	Repayment	41
2.10	Interest	41
2.11	Fees	42
2.12	Computation of Fees and Interest	43
2.13	Payments Generally; Administrative Agent’s Clawback	43
2.14	Sharing of Payments, Etc	45
2.15	Security and Guaranty	46

Article III.	THE LETTERS OF CREDIT	46
3.01	The Letter of Credit Subfacility	46
3.02	Issuance, Amendment and Renewal of Letters of Credit	48
3.03	Risk Participations, Drawings and Reimbursements	49
3.04	Repayment of Participations	51
3.05	Role of the L/C Issuer	52
3.06	Obligations Absolute	53
3.07	Cash Collateral Pledge	54
3.08	Letter of Credit Fees	54
3.09	Applicability of ISP98 and UCP	55
3.10	Trade Bank as L/C Issuer	55


Article IV.	TAXES, YIELD PROTECTION AND ILLEGALITY	56
4.01	Taxes	56
4.02	Illegality	58
4.03	Increased Costs	58
4.04	Funding Losses	60
4.05	Inability to Determine Rates	61
4.06	Certificates of Lenders	61
4.07	Mitigation Obligations; Replacement of Lenders	61
4.08	Survival	62

Article V.	CONDITIONS PRECEDENT	62
5.01	Conditions to Effective Date	62
5.02	Conditions to each Subsequent Effective Date	65
5.03	Conditions to All Credit Extensions	66

Article VI.	REPRESENTATIONS AND WARRANTIES	67
6.01	Corporate Existence and Power	67
6.02	Corporate Authorization; No Contravention	68
6.03	Governmental Authorization	68
6.04	Binding Effect	69
6.05	Litigation	69
6.06	No Defaults	69
6.07	ERISA Compliance	69
6.08	Use of Proceeds; Margin Regulations	70
6.09	Title to Properties; Liens	70
6.10	Taxes	70
6.11	Financial Condition	70
6.12	Environmental Matters	71
6.13	Collateral Documents	72
6.14	Regulated Entities	72
6.15	No Burdensome Restrictions	72
6.16	Copyrights, Patents, Trademarks and Licenses, Etc	72
6.17	Subsidiaries	73

6.18	Insurance	73
6.19	Swap Obligations	73
6.20	Full Disclosure	73
6.21	Internal Controls	74

Article VII.	AFFIRMATIVE COVENANTS	75
7.01	Financial Statements	75
7.02	Certificates; Other Information	76
7.03	Notices	77
7.04	Preservation of Corporate Existence, Etc	78
7.05	Maintenance of Property	79
7.06	Insurance	79
7.07	Payment of Obligations	79
7.08	Compliance with Laws	80
7.09	Compliance with ERISA	80
7.10	Inspection of Property and Books and Records	80
7.11	Environmental Laws	80
7.12	Use of Proceeds	81
7.13	Additional Guarantors	81
7.14	Additional Stock Pledges	82
7.15	Further Assurances	82

Article VIII.	NEGATIVE COVENANTS	83
8.01	Limitation on Liens	83
8.02	Disposition of Assets	86
8.03	Consolidations and Mergers	87
8.04	Loans and Investments	87
8.05	Limitation on Indebtedness	89
8.06	Transactions with Affiliates	90
8.07	Use of Proceeds	90
8.08	Contingent Obligations	91
8.09	Subsidiaries	92
8.10	Lease Obligations	92

8.11	Restricted Payments	92
8.12	ERISA	93
8.13	[Intentionally Omitted]	93
8.14	Sales and Leasebacks	93
8.15	Certain Payments	93
8.16	Modification of Subordinated Debt Documents	93
8.17	Change in Business	94
8.18	Accounting Changes	94
8.19	Financial Covenants	94
8.20	No Restrictions on Subsidiary Dividends	95

Article IX.	EVENTS OF DEFAULT	95
9.01	Event of Default	95
9.02	Remedies	98
9.03	Application of Funds	99
9.04	Specified Swap Contract Remedies	100

Article X.	THE ADMINISTRATIVE AGENT	100
10.01	Appointment and Authority	100
10.02	Rights as a Lender	100
10.03	Exculpatory Provisions	100
10.04	Reliance by Administrative Agent	101
10.05	Delegation of Duties	102
10.06	Resignation of Administrative Agent	102
10.07	Non-Reliance on Administrative Agent and Other Lenders	103
10.08	No Other Duties, Etc	103
10.09	Collateral Matters	103
10.10	Administrative Agent May File Proofs of Claim	104

Article XI.	MISCELLANEOUS	104
11.01	Amendments and Waivers	104
11.02	Notices; Effectiveness; Electronic Communication	107
11.03	No Waiver; Cumulative Remedies	108
11.04	Expenses; Indemnity; Damage Waiver	108

11.05	Marshalling; Payments Set Aside	110
11.06	Successors and Assigns	111
11.07	Treatment of Certain Information; Confidentiality	115
11.08	Set off	116
11.09	USA PATRIOT Act Notice	116
11.10	Guaranty	116
11.11	Replacement of Lenders	123
11.12	Notification of Addresses, Lending Offices, Etc	123
11.13	Counterparts; Integration; Effectiveness	123
11.14	Severability	124
11.15	No Third Parties Benefited	124
11.16	Governing Law; Jurisdiction, Etc	124
11.17	Waiver of Jury Trial	125
11.18	Treatment of Existing Credit Agreement	125


ANNEXES
Annex I	Pricing Grid

SCHEDULES
Schedule 1.01	Existing Letters of Credit
Schedule 2.01(b)	Revolving Loan Commitments and Proportionate Shares
Schedule 2.09(a)	Term B Loan Amortization Schedule
Schedule 6.05	Litigation
Schedule 6.07	ERISA
Schedule 6.11	Permitted Liabilities
Schedule 6.12	Environmental Matters
Schedule 6.15	Burdensome Restrictions
Schedule 6.17	Subsidiaries and Minority Interests
Schedule 6.18	Insurance Matters
Schedule 8.01	Permitted Liens
Schedule 8.05	Permitted Indebtedness
Schedule 8.08	Contingent Obligations
Schedule 11.02	Payment Offices; Addresses for Notices; Lending Offices
Schedule 11.06	Processing Fees

EXHIBITS
Exhibit A 1	Form of Notice of Revolving Borrowing
Exhibit A-2	Form of Notice of Term B Loan Borrowing
Exhibit B 1	Form of Notice of Revolving Loan Conversion/Continuation
Exhibit B-2	Form of Notice of Term B Loan Conversion/Continuation
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Legal Opinion of Counsel to Loan Parties
Exhibit E	Form of Assignment and Assumption
Exhibit F 1	Form of Revolving Note
Exhibit F 2	Form of Term B Note
Exhibit G	Form of Additional Guarantor Assumption Agreement
Exhibit H	Form of Legal Opinion of Additional Guarantor’s Counsel
Exhibit I	Form of Security Agreement
Exhibit J	Form of Update Certificate

Period		EBITA Ratio
Effective Date through and including December 31, 2008		1.25:1.00
January 1, 2009 through and including December 31, 2010		1.35:1.00
January 1, 2011 and thereafter		1.45:1.00


Period		Total EBITDA Ratio
Effective Date through and including December 31, 2008		3.50:1.00
January 1, 2009 through and including December 31, 2010		3.25:1.00
January 1, 2011 and thereafter		3.00:1.00

LC #	Maturity Date	Face Amount
410367	7/13/07	$3,200,000
410365	6/30/07	$513,000
417949	5/30/07	$3,935,000
418264	8/18/07	$500,000
463973	11/14/06	$300,000
468963	1/3/07	$1,424,000
505461	12/11/06	$29,540,030
551995	8/25/07	$3,049,519
551996	8/25/07	$2,585,611
559165	12/2/06	$25,500,000
574042	6/19/07	$1,359,038
	TOTAL	$71,906,198

Banks	Revolving Commitment	Proportionate Share (Revolving Commitment)
Wells Fargo Bank, National Association	$70,000,000	14.000000000%
JPMorgan Chase Bank, N.A.	$60,000,000	12.000000000%
SunTrust Bank	$60,000,000	12.000000000%
BNP Paribas	$60,000,000	12.000000000%
American AgCredit, PCA	$46,000,000	9.200000000%
Rabobank International	$35,000,000	7.000000000%
LaSalle Bank, National Association	$25,000,000	5.000000000%
U.S. Bank National Association	$25,000,000	5.000000000%
Union Bank of California, N.A.	$20,000,000	4.000000000%
Whitney National Bank	$20,000,000	4.000000000%
HSBC Bank USA, N.A.	$15,000,000	3.000000000%
PNC Bank	$15,000.000	3.000000000%
Commerzbank AG	$10,000,000	2.000000000%
Guaranty Bank	$10,000,000	2.000000000%
Raymond James Bank FSB	$10,000,000	2.000000000%
West Coast Bank	$10,000,000	2.000000000%
Bank Leumi USA	$9,000,000	1.800000000%
TOTAL	$500,000,000	100.000000000%

Date	% of Total Due	Payment Due Based on Aggregate Term B Commitment as of Effective Date

12/31/06	0.25%	$875,000

3/31/07	0.25%	$875,000
6/30/07	0.25%	$875,000
9/30/07	0.25%	$875,000
12/31/07	0.25%	$875,000

3/31/08	0.25%	$875,000
6/30/08	0.25%	$875,000
9/30/08	0.25%	$875,000
12/31/08	0.25%	$875,000

3/31/09	0.25%	$875,000
6/30/09	0.25%	$875,000
9/30/09	0.25%	$875,000
12/31/09	0.25%	$875,000

3/31/10	0.25%	$875,000
6/30/10	0.25%	$875,000
9/30/10	0.25%	$875,000
12/31/10	0.25%	$875,000

3/31/11	0.25%	$875,000
6/30/11	0.25%	$875,000
9/30/11	0.25%	$875,000
12/31/11	0.25%	$875,000

3/31/12	0.25%	$875,000
6/30/12	0.25%	$875,000
9/30/12	0.25%	$875,000
12/31/12	0.25%	$875,000

3/31/13	0.25%	$875,000
6/30/13	0.25%	$875,000
9/30/13	0.25%	$875,000
11/10/13	93%	$325,500,000
	100.00%	$350,000,000

Description of Undertaking	Completion Deadline
Holdings shall, and shall cause each of the Guarantors to, deliver to the Administrative Agent such control agreements as the Administrative Agent may request for the perfection of the Administrative Agent’s Lien on the Primary Accounts (as defined in the Security Agreement) of Holdings and the Guarantors, executed by Holdings or such Guarantor, as applicable, and any applicable financial institutions.	Forty-five calendar days following the date hereof.
Holdings shall, and shall cause each of the Guarantors to, deliver to the Administrative Agent such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants, bailees and other Persons party to material contracts relating to any Collateral as to which the Administrative Agent shall be granted a Lien for the benefit of the Lenders, as may be requested by the Administrative Agent.	Commercially reasonable efforts to obtain such agreements within forty-five calendar days following the date hereof.
Holdings shall, and shall cause each of the Guarantors to, execute and deliver to the Administrative Agent such Intellectual Property Security Agreements as the Administrative Agent may reasonably request, and shall authorize the Administrative Agent to record such Intellectual Property Security Agreements with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as applicable, and take such other action as may be necessary, or as the Administrative Agent or the Majority Lenders may reasonably request, to perfect the Administrative Agent’s security interest in such Intellectual Property Collateral.	Forty-five calendar days following the date hereof.
To the extent not previously delivered pursuant to the Existing Credit Agreement, Holdings shall, and shall cause each Guarantor to, deliver to the Administrative Agent all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank.	Thirty calendar days following the date hereof.

Transaction		Assignment Fee
First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable)		-0-
Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable)		$100

Level	Total EBITDA Ratio	Offshore Rate Spread	Base Rate Spread	Letter of Credit Fee	Commitment Fee
Level 5	greater than or equal to 4.00:1.00	2.000%	0.750%	2.000%	0.350%
Level 4	greater than or equal to 3.25:1.00 but less than 4.00:1.00	1.750%	0.500%	1.750%	0.300%
Level 3	greater than or equal to 2.50:1.00 but less than 3.25:1.00	1.500%	0.250%	1.500%	0.250%
Level 2	greater than or equal to 1.75:1.00 but less than 2.50:1.00	1.250%	0.000%	1.250%	0.225%
Level 1	less than 1.75:1.00	1.000%	0.000%	1.000%	0.200%