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Joinder Agreement

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Sectors: Retail
Governing Law: California , View California State Laws
Effective Date: May 07, 1999
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Exhibit 10.29


JOINDER AGREEMENT


THIS JOINDER AGREEMENT (this "AGREEMENT"), dated as of May 7, 1999, is executed by BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association ("ADDITIONAL BANK"), in favor of the parties to the Credit Agreement referred to in RECITAL A below.


RECITALS


A. Pursuant to a Third Amended and Restated Credit Agreement effective as of September 30, 1998 and amended by Amendment No. 1 thereto dated as of March 31, 1999 (as further amended, supplemented or restated from time to time, the "CREDIT AGREEMENT"), among BMC West Corporation, a Delaware corporation ("BORROWER"), the financial institutions from time to time parties thereto (collectively, the "BANKS"), and Wells Fargo Bank, National Association, as agent for the Banks (in such capacity, "AGENT"), the Banks have agreed to extend certain credit facilities to Borrower upon the terms and subject to the conditions set forth therein.


B. Additional Bank will become a party to the Credit Agreement with certain rights and obligations thereunder and under the other Credit Documents upon the terms and subject to the conditions set forth in this Agreement.


NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Additional Bank hereby agrees as follows:


1. DEFINITIONS. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Credit Agreement.


2. AGREEMENT TO BE BOUND BY CREDIT AGREEMENT. Effective on the Effective Date (as defined in SECTION 3 below), Additional Bank hereby (a) accepts and assumes all rights and obligations under the Credit Documents of a Bank with the Commitment set forth on ATTACHMENT 1 hereto, including the portion of Revolving Loans and participations in the Letters of Credit outstanding on the Effective Date and commitments to purchase participations in Letters of Credit that are attributable to such Commitment (the "ASSUMED RIGHTS AND Obligations"), (b) agrees to be bound by the Credit Agreement as it would have been if it had been an original Bank party thereto, and (c) agrees to perform in accordance with their terms all of the obligations which are required under the Credit Documents to be performed by it as a Bank. Additional Bank appoints and authorizes Agent to take such actions as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto.


3. EFFECTIVENESS. Subject to receipt by Agent of the payments described in SECTION 4, this Agreement shall become effective on May 7, 1999 (the "EFFECTIVE DATE").


4. PAYMENTS ON EFFECTIVE DATE. In consideration of the Assumed Rights and Obligations, on the Effective Date Additional Bank shall pay to Agent for distribution to each other Bank: (a) the principal amount of the Revolving Loans made by such other Bank pursuant to the Credit Agreement and outstanding on the Effective Date that are greater than such other


Bank's Proportionate Share of all Revolving Loans as determined on the Effective Date, and (b) the amount of all Drawing Payments for which such other Bank has reimbursed Issuing Bank that are outstanding on the Effective Date and are greater than such other Bank's Proportionate Share of all Drawing Payments as determined on the Effective Date.


5. ALLOCATION AND PAYMENT OF INTEREST AND FEES. Agent shall pay to Additional Bank all interest, commitment fees and other amounts that are paid by or on behalf of Borrower pursuant to the Credit Documents and are attributable to the Assumed Rights and Obligations, that accrue on and after the Effective Date.


6. REPRESENTATIONS AND WARRANTIES. Additional Bank represents and warrants to Agent and the other Banks as follows:


(a) It has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and to fulfill its
obligations under, and to consummate the transactions contemplated by,
this Agreement.


(b) The making and performance of this Agreement and all
documents required to be executed and delivered by it hereunder do not
and will not violate any law or regulation applicable to it.


(c) This Agreement has been duly executed and delivered by it
and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms.


(d) All approvals, authorizations or other actions by, or
filings with, any governmental authority necessary for the validity or
enforceability
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