FORM OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           BUILDERS FIRSTSOURCE, INC.

 

                     Pursuant to Sections 242 and 245 of the

                General Corporation Law of the State of Delaware

 

 

     BUILDERS FIRSTSOURCE, INC. (the "Corporation"), a corporation organized and

existing under the General Corporation Law of the State of Delaware (the

"DGCL"), does hereby certify as follows:

 

     1. The name of the Corporation is Builders FirstSource, Inc. The

Corporation was originally incorporated under the name BSL Holdings, Inc. The

original certificate of incorporation of the Corporation was filed with the

office of the Secretary of State of the State of Delaware on March 4, 1998.

 

     2. This Amended and Restated Certificate of Incorporation was duly adopted

by the Board of Directors of the Corporation (the "Board of Directors"), and by

the stockholders of the Corporation in accordance with Sections 228, 242 and 245

of the DGCL.

 

     3. This Amended and Restated Certificate of Incorporation restates and

integrates and further amends the certificate of incorporation of the

Corporation, as heretofore amended or supplemented.

 

     4. The text of the Certificate of Incorporation is restated in its entirety

as follows:

 

          FIRST: The name of the Corporation is Builders FirstSource, Inc.

(hereinafter the "Corporation").

 

          SECOND: The address of the registered office of the Corporation in the

State of Delaware is 1209 Orange Street, in the City of Wilmington, County of

 

 

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New Castle. The name of its registered agent at that address is The Corporation

Trust Company.

 

          THIRD: The purpose of the Corporation is to engage in any lawful act

or activity for which a corporation may be organized under the DGCL as set forth

in Title 8 of the Delaware Code.

 

          FOURTH: (1) Authorized Capital Stock. The total number of shares of

stock that the Corporation shall have authority to issue is 210,000,000 of which

the Corporation shall have authority to issue 200,000,000 shares of Common

Stock, each having a par value of $0.01 per share, and 10,000,000 shares of

Preferred Stock, each having a par value of $0.01 per share.

 

          (2) Common Stock. The powers, preferences and rights, and the

qualifications, limitations and restrictions, of the Common Stock are as

follows:

 

               (a) No Cumulative Voting. The holders of shares of Common Stock

          shall not have cumulative voting rights.

 

               (b) Dividends; Stock Splits. Subject to the rights of the holders

          of Preferred Stock, and subject to any other provisions of this

          Amended and Restated Certificate of Incorporation, as it may be

          amended from time to time, holders of shares of Common Stock shall be

          entitled to receive such dividends and other distributions in cash,

          stock, or property of the Corporation when, as, and if declared

          thereon by the Board of Directors from time to time out of assets or

          funds of the Corporation legally available therefor.

 

               (c) Liquidation, Dissolution, etc. In the event of any

          liquidation, dissolution, or winding up (either voluntary or

          involuntary) of the Corporation, the holders of shares of Common Stock

          shall be entitled to receive the assets and funds of the Corporation

          available for distribution after payments to creditors and to the

          holders of any Preferred Stock of the Corporation that may at the time

          be outstanding, in proportion to the number of shares held by them.

 

               (d) No Preemptive or Subscription Rights. No holder of shares of

          Common Stock shall be entitled to preemptive or subscription rights.

 

          (3) Preferred Stock. The Board of Directors is expressly authorized to

provide for the issuance of all or any shares of the Preferred Stock in one or

more classes or series and to fix for each such class or series such voting

powers, full or

 

 

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limited, or no voting powers, and such designations, preferences and relative,

participating, optional, or other special rights, and such qualifications,

limitations, or restrictions thereof, as shall be stated and expressed in the

resolution or resolutions adopted by the Board of Directors providing for the

issuance of such class or series and as may be permitted by the DGCL, including,

without limitation, the authority to provide that any such class or series may

be (i) subject to redemption at such time or times and at such price or prices;

(ii) entitled to receive dividends (which may be cumulative or non-cumulative)

at such rates, on such conditions, and at such times, and payable in preference

to, or in such relation to, the dividends payable on any other class or classes

or any other series; (iii) entitled to such rights upon the dissolution of, or

upon any distribution of the assets of, the Corporation; or (iv) convertible

into, or exchangeable for, shares of any other class or classes of stock, or of

any other series of the same or any other class or classes of stock, of the

Corporation at such price or prices or at such rates of exchange and with such

adjustments; all as may be stated in such resolution or resolutions.

 

          (4) Power to Sell and Purchase Shares. Subject to the requirements of

applicable law, the Corporation shall have the power to issue and sell all or

any part of any shares of any class of stock herein or hereafter authorized to

such persons, and for such consideration, as the Board of Directors shall from

time to time, in its discretion, determine, whether or not greater consideration

could be received upon the issue or sale of the same number of shares of another

class, and as otherwise permitted by law. Subject to the requirements of

applicable law, the Corporation shall have the power to purchase any shares of

any class of stock herein or hereafter authorized from such persons, and for

such consideration, as the Board of Directors shall from time to time, in its

discretion, determine, whether or not less consideration could be paid upon the

purchase of the same number of shares of another class, and as otherwise

permitted by law.

 

          FIFTH: The following provisions are inserted for the management of the

business and the conduct of the affairs of the Corporation, and for further

definition, limitation, and regulation of the powers of the Corporation and of

its directors and stockholders:

 

          (1) The business and affairs of the Corporation shall be managed by or

     under the direction of the Board of Directors.

 

          (2) The directors shall have concurrent power with the stock-holders

     to make, alter, amend, change, add to, or repeal the By-Laws of the

     Corporation.

 

 

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          (3) The Board of Directors shall consist of not less than 3 nor more

     than 13 members, the exact number of which shall be fixed from time to time

     by resolution adopted by the affirmative vote of a majority of the Board of

     Directors. Election of directors need not be by written ballot unless the

     By-Laws so provide.

 

          (4) The directors shall be divided into three classes, designated

     Class I, Class II, and Class III. Each class shall consist, as nearly as

     may be possible, of one-third of the total number of directors constituting

     the entire Board of Directors. The initial division of the Board of

     Directors into classes shall be made by the decision of the affirmative

     vote of a majority of the Board of Directors. The term of the initial Class

     I directors shall terminate on the date of the 2006 Annual Meeting; the

     term of the initial Class II directors shall terminate on the date of the

     2007 Annual Meeting; and the term of the initial Class III directors shall

     terminate on the date of the 2008 Annual Meeting. At each Annual Meeting of

     Stockholders beginning in 2006, successors to the class of directors whose

     term expires at that Annual Meeting shall be elected for a three-year term.

     If the number of directors is changed, any increase or decrease shall be

     apportioned among the classes so as to maintain the number of directors in

     each class as nearly equal as possible, and any additional director of any

     class elected to fill a vacancy resulting from an increase in such class

     shall hold office for a term that shall coincide with the remaining term of

     that class, but in no case will a decrease in the number of directors

     shorten the term of any incumbent director.

 

          (5) A director shall hold office until the annual meeting for the year

     in which his or her term expires and until his or her successor shall be

     elected and shall qualify, subject, however, to prior death, resignation,

     retirement, disqualification, or removal from office. Any director may

     resign at any time in accordance with the By-Laws.

 

          (6) Subject to the terms of any one or more classes or series of

     Preferred Stock, any vacancy on the Board of Directors that results from an

     increase in the number of directors may be filled only by a majority of the

     Board of Directors then in office, provided that a quorum is present, and

     any other vacancy occurring on the Board of Directors may be filled only by

     a majority of the Board of Directors then in office, even if less than a

     quorum, or by a sole remaining director. Any director of any class elected

     to fill a vacancy resulting from an increase in the number of directors of

     such class shall hold office for a term that shall coincide with the

     remaining term of that class. Any director elected to fill a vacancy not

     resulting from an increase in

 

 

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     the number of directors shall have the same remaining term as that of his

     or her predecessor. Subject to the rights, if any, of the holders of shares

     of Preferred Stock then outstanding, any or all of the directors of the

     Corporation may be removed from office at any time, but only for cause and

     only by the affirmative vote of the holders of at least a majority of the

     voting power of the Corporation's then outstanding capital stock entitled

     to vote generally in the election of directors. Notwithstanding the

     foregoing, whenever the holders of any one or more classes or series of

     Preferred Stock issued by the Corporation shall have the right, voting

     separately by class or series, to elect directors at an annual or special

     meeting of stockholders, the election, term of office, filling of

     vacancies, and other features of such directorships shall be governed by

     the terms of this Amended and Restated Certificate of Incorporation

     applicable thereto, and such directors so elected shall not be divided into

     classes pursuant to this Article FIFTH unless otherwise expressly provided

     by the terms of such class or series of Preferred Stock.

 

          (7) No director shall be personally liable to the Corporation or any

     of its stockholders for monetary damages for breach of fiduciary duty as a

     director; provided, however, that to the extent required by the provisions

     of Section 102(b)(7) of the DGCL or any successor statute, or any other

     laws of the State of Delaware, this provision shall not eliminate or limit

     the liability of a director (i) for any breach of the director's duty of

     loyalty to the Corporation or its stockholders, (ii) for acts or omissions

     not in good faith or which involve intentional misconduct or a knowing

     violation of law, (iii) under Section 174 of the DGCL, or (iv) for any

     transaction from which the director derived an improper personal benefit.

     If the DGCL is amended after the date of this Certificate to authorize the

     further elimination or limitation of the liability of directors, then the

     liability of a director of the Corporation, in addition to the limitation

     on personal liability provided in this Certificate, shall be limited to the

     fullest extent permitted by the DGCL, as so amended. Any repeal or

     modification of this Clause (7) of Article FIFTH shall not adversely affect

     any limitation on the personal liability or any right or protection of a

     director of the Corporation existing at the time of such repeal or

     modification with respect to acts or omissions occurring prior to such

     repeal or modification.

 

          (8) In addition to the powers and authority hereinbefore or by statute

     expressly conferred upon them, the directors are hereby

 

 

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     empowered to exercise all such powers and do all such acts and things as

     may be exercised or done by the Corporation, subject, nevertheless, to the

     provisions of the DGCL, this Certificate of Incorporation, and any By-Laws

     adopted by the stockholders; provided, however, that no By-Laws hereafter

     adopted by the stockholders shall invalidate any prior act of the directors

     that would have been valid if such By-Laws had not been adopted.

 

          SIXTH: Meetings of stockholders may be held within or without the

State of Delaware, as the By-Laws may provide. The books of the Corporation may

be kept (subject to any provision contained in the DGCL) outside the State of

Delaware at such place or places as may be designated from time to time by the

Board of Directors or in the By-Laws of the Corporation.

 

          SEVENTH: Unless otherwise required by law, Special Meetings of

Stockholders, for any purpose or purposes, may be called by either the Chairman

of the Board of Directors, if there be one, or the Chief Executive Officer, if

there be one, and shall be called by any officer at the request in writing of

(i) the Board of Directors, or (ii) a committee of the Board of Directors that

has been duly designated by the Board of Directors and whose powers and

authority include the power to call such meetings. The ability of the

stockholders to call a Special Meeting of Stockholders is hereby specifically

denied.

 

          EIGHTH: Any action required or permitted to be taken by the

stockholders of the Corporation must be effected at a duly called Annual or

Special Meeting of Stockholders of the Corporation, and the ability of the

stockholders to consent in writing without a meeting to the taking of any action

is hereby specifically denied.

 

          NINTH: The Corporation shall not be governed by the provisions of

Section 203 of the DGCL.

 

          TENTH: The Corporation shall indemnify its directors and officers to

the fullest extent authorized or permitted by applicable law, as now or

hereafter in effect, and such right to indemnification shall continue as to a

person who has ceased to be a director or officer of the Corporation and shall

inure to the benefit of his or her heirs, executors, and personal and legal

representatives; provided, however, that, except for proceedings to enforce

rights to indemnification, the Corporation shall not be obligated to indemnify

any director or officer (or his or her heirs, executors, or personal or legal

representatives) in connection with a proceeding (or part thereof) initiated by

such person unless such proceeding (or part thereof) was authorized or

 

 

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consented to by the Board of Directors. The right to indemnification conferred

by this Article TENTH shall include the right to be paid by the Corporation the

expenses incurred in defending or otherwise participating in any proceeding in

advance of its final disposition upon receipt by the Corporation of an

undertaking by or on behalf of the director or officer receiving advancement to

repay the amount advanced if it shall ultimately be determined that such person

is not entitled to be indemnified by the Corporation under this Article TENTH.

 

          The Corporation may, to the extent authorized from time to time by the

Board of Directors, provide rights to indemnification and to the advancement of

expenses to employees and agents of the Corporation similar to those conferred

in this Article TENTH to directors and officers of the Corporation.

 

          The rights to indemnification and to the advancement of expenses

conferred in this Article TENTH shall not be exclusive of any other right that

any person may have or hereafter acquire under this Certificate of

Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of

stockholders or disinterested directors, pursuant to the direction (howsoever

embodied) of any court of competent jurisdiction, or otherwise.

 

          Any repeal or modification of this Article TENTH by the stockholders

of the Corporation shall not adversely affect any rights to indemnification and

to the advancement of expenses of a director, officer, employee, or agent of the

Corporation existing at the time of such repeal or modification with respect to

any acts or omissions occurring prior to such repeal or modification.

 

 

          ELEVENTH: Notwithstanding anything contained in this Certificate of

Incorporation or the By-Laws to the contrary, any provision in the By-Laws that

provides for more than a majority vote for any action may only be amended or

repealed by a supermajority vote equal to the supermajority vote called for in

such provision.

 

          TWELFTH: The Corporation reserves the right to amend, alter, change,

or repeal any provision contained in this Certificate of Incorporation, in the

manner now or hereafter prescribed by statute, and all rights conferred upon

stockholders herein are granted subject to this reservation; provided, however,

that, notwithstanding any other provision of this Amended and Restated

Certificate of Incorporation (and in addition to any other vote that may be

required by law), the affirmative vote of the holders of at least sixty-six and

two-thirds percent (66.67%) of the voting power of the shares entitled to vote

at an election of directors shall be

 

 

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required to amend, alter, change, or repeal, or to adopt any provision as part

of this Amended and Restated Certificate of Incorporation inconsistent with the

purpose and intent of Articles FIFTH and TENTH of this Amended and Restated

Certificate of Incorporation or this Article TWELFTH.

 

          THIRTEENTH: If any provision in this Amended and Restated Certificate

of Incorporation is determined to be invalid, void, illegal, or unenforceable,

the remaining provisions of this Amended and Restated Certificate of

Incorporation shall continue to be valid and enforceable and shall in no way be

affected, impaired, or invalidated.

 

 

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          IN WITNESS WHEREOF, the Corporation has caused this Amended and

Restated Certificate of Incorporation to be duly executed on its behalf this ___

day of June, 2005.

 

 

 

                                            BUILDERS FIRSTSOURCE, INC.

 

 

 

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                                            Name:

                                            Title:

 

[As Filed: 2005-06-25]