SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER

EXHIBIT 10.10.2

A. WHEREAS, Holdings, the Company and the other Guarantors, the Lenders and the Administrative Agent are parties to a Second Amended and Restated Credit Agreement, dated as of November 10, 2006, as amended by a First Amendment to Second Amended and Restated Credit Agreement and Waiver, dated as of February 29, 2008 (as so amended, the “ Credit Agreement ”).

B. WHEREAS, by written notice dated July 29, 2008 (the “ Notice Letter ”), Holdings notified the Administrative Agent of certain Defaults under the Credit Agreement as more specifically described in such Notice Letter (such Defaults specified in the Notice Letter, the “ Specified Defaults ”).

D. WHEREAS, the Majority Lenders have agreed to such request, subject to the terms and conditions hereof.

(A) A new defined term “Appraised Value of Real Estate Collateral” shall be inserted in alphabetical order as follows:

““ Borrowing Base ” means, as of any date of determination, the result of:

a. 70% of the (A) amount of Eligible Accounts less the (B) Warranty Reserve less (C) the Gift Certificate Reserve, plus

b. 50% of (A) the value of Eligible Inventory (other than Truss and Millwork Inventory) less (B) the Inventory Vendor Discount Reserve less (C) the Inventory Volume Rebate Reserve, plus

c. 25% of (A) the value of Eligible Truss and Millwork Inventory less (B) the Truss and Millwork Vendor Discount Reserve less (C) the Truss and Millwork Volume Rebate Reserve, plus

d. 75% of the Fixed Assets Orderly Liquidation Value (or 60% of net book value of Eligible Fixed Assets (which as of the Second Amendment Effective Date is $_________)), prior to receipt by Administrative Agent of the first appraisal determining the Fixed Assets Orderly Liquidation Value), plus

e. 50% of the Appraised Value of Real Estate Collateral, minus

f. the Rent Reserve plus the aggregate amount of other reserves, if any, established by the Administrative Agent in the exercise of its Permitted Discretion.”

““ Cash Balance ” means, at any time, the aggregate Dollar amount of all cash and cash equivalents of Holdings and its Subsidiaries held in deposit accounts, securities accounts or otherwise, as determined in accordance with GAAP, but including, without limitation, any cash or cash equivalents held in a Cash Collateral Account without regard to how the account balance is accounted for on Holdings’ financial statements.”

““ Cash Collateral Account ” means that certain securities account with account number _____ held at _____ (or such other interest-bearing deposit accounts held at Wells Fargo Bank, N.A. or its Affiliates satisfactory to the Administrative Agent) in the name of the Administrative Agent, for itself and on behalf of and for the benefit of the Lenders, in which cash shall from time to time be deposited pursuant to the Loan Documents as additional collateral for the Obligations.”

““ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the applicable Lenders, as additional collateral for the L/C Obligations or the Obligations, as the case may be, pursuant to the Loan Documents, cash or deposit account balances. Derivatives of such term shall have corresponding meaning.

““ Collateral Access Agreement ” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Holdings’ or its Subsidiaries’ books and records, Inventory or equipment, in each case, in form and substance reasonably satisfactory to Administrative Agent.”

““ Collected and Available Cash ” means, at any time, the aggregate Dollar amount of all cash and cash equivalents constituting good and available funds of Holdings and its Subsidiaries, deposited into deposit accounts and concentrated into concentration accounts of Holdings and its Subsidiaries.”

““ Costs of Goods Sold From Continuing Operations ” means, for any period, costs of goods sold of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but exclusive of costs of goods sold of the Wind-Down Business Units.”

““ Costs of Goods Sold From Wind-Down Business Units ” means, for any period, costs of goods sold of the Wind-Down Business Units for such period determined in accordance with GAAP.”

““For purposes of Section 2.08(a)(iii) , a Disposition shall not include the sale, lease, conveyance or other disposition of property (other than real estate and other fixed assets) of the Wind-Down Business Units.”

““ EBITDA From Continuing Operations ” means, for any period, the sum of Gross Profit From Continuing Operations for such period minus Selling, General and Administrative Expenses From Continuing Operations for such period plus (to the extent deducted in determining Gross Profit From Continuing Operations pursuant to clause (b) of the definition thereof or to the extent included in Selling, General and Administrative Expenses From Continuing Operations, and without duplication) (i) depreciation expense and amortization expense for such period, (ii) restructuring, charges relating to the shutdown or relocation of facilities and other like charges and professional fees and costs attributable to the restructuring of Holdings’ consolidated operations; provided , however , that such charges shall not exceed $700,000 per month, (iii) other nonrecurring items attributable to the restructuring of Holdings’ consolidated operations as may from time to time be agreed to by the Administrative Agent and the Documentation Agent in their reasonable discretion, (iv) non-cash impairment charges of goodwill and other intangibles, (v) non-cash share based compensation costs; provided , however , that such costs shall not exceed $750,000 per month, (vi) severance and early retirement costs attributable to the restructuring of Holdings’ consolidated operations; provided , however , that such costs shall not exceed $500,000 per month; (vii) the write-off or write-down of fixed assets attributable to the restructuring of Holdings’ consolidated operations; (viii) the write-off or write-down of operating leases attributable to the restructuring of Holdings’ consolidated operations; and (ix) fees and costs of attorneys and other professional advisors relating to the negotiation and documentation of the Second Amendment; all calculated for Holdings and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.”

““ EBITDA From Wind-Down Business Units ” means, for any period, the sum of Gross Profit From Wind-Down Business Units for such period minus Selling, General and Administrative Expenses From Wind-Down Business Units for such period plus (to the extent deducted in determining Gross Profit From Wind-Down Business Units pursuant to clause (b) of the definition thereof or to the extent included in Selling, General and Administrative Expenses From Wind-Down Business Units, and without duplication) (i) depreciation expense and amortization expense for such period, (ii) non-cash impairment charges of goodwill and other intangibles, (iii) the write-off or write down of fixed assets at “wind down” locations; (iv) the write-off, write down or reserves for bad debt of operating leases at “wind down” locations; (v) the write-off or write down of receivables at “wind down” locations; and the (vi) the write-off or write down of inventory at “wind down” locations; all calculated for the Wind-Down Business Units for such period in accordance with GAAP.”

““ Eligible Accounts ” means those Accounts created by Holdings or any Guarantor in the ordinary course of its business, that arise out of such Person’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided , however , that such criteria may be revised from time to time by Administrative Agent in Administrative Agent’s Permitted Discretion to address the results of any audit performed by Administrative Agent from time to time after the Second Amendment Effective Date. Eligible Accounts shall not include the following (unless the Administrative Agent has imposed a reserve in the respect of the relevant Accounts), without duplication:

a. Accounts that the Account Debtor has failed to pay within 60 days of original due date or Accounts with selling terms of more than 30 days,

b. Accounts owed by an Account Debtor (or its Affiliates) where 20% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

c. Accounts with respect to which the Account Debtor is owed a credit by Holdings or any Guarantor, to the extent of such credit,

d. Accounts consisting of late fees or similar finance charges with respect to Accounts deemed ineligible under clause (a) above,

e. Accounts subject to a contra account or with respect to which the Account Debtor is otherwise a creditor of Holdings or any Guarantor, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such contra account, claim, right of setoff, or dispute,

f. Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Holdings or any Guarantor has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

g. Accounts with respect to which the Account Debtor has made a deposit or other advance payment, to the extent of such deposit or advance payment,

h. Accounts with respect to which the Account Debtor is owed premiums by Holdings or any Guarantor for WRAP insurance, to the extent of such premiums,

i. Accounts arising from services subject to a performance bond or other Surety Instrument,

j. Accounts with respect to which the Account Debtor is an Affiliate of Holdings or an employee or agent of Holdings or any Affiliate of Holdings,

k. Accounts with cash-on-delivery, cash-in-advance or similar selling terms,

l. Accounts with respect to which the Account Debtor is a school, school district or other similar payor,

m. Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Holdings has complied, to the reasonable satisfaction of Administrative Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,

n. Accounts with respect to which the Account Debtor has earned an allowance or rebate, to the extent of such allowance or rebate,

o. Accounts evidenced by a promissory note or other instrument,

p. Accounts evidencing billings in excess of costs, to the extent of such excess,

q. Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

r. Accounts that are not payable in Dollars,

s. Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Administrative Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Administrative Agent and is directly drawable by Administrative Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Administrative Agent,

t. Accounts with respect to an Account Debtor whose total obligations owing to Holdings and the Guarantors exceed 20% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Administrative Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided , however , that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

u. Accounts, the collection of which Administrative Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

v. Accounts that are not subject to a valid and perfected first priority Lien in favor of the Administrative Agent,

w. Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

x. Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity”

““ Eligible Fixed Assets ” means the fixed assets (other than real estate) of Holdings and the Guarantors that comply with each of the representations and warranties respecting Eligible Fixed Assets made in the Loan Documents and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided , however , that such criteria may be revised from time to time by Administrative Agent in Administrative Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Administrative Agent from time to time after the Second Amendment Effective Date. An item of fixed assets shall not be included in Eligible Fixed Assets (unless the Administrative Agent has imposed a reserve in the respect of the relevant fixed assets), without duplication, if:

a. Holdings or any Guarantor does not have good, valid, and marketable title thereto,

b. it is not located at one of the locations in the continental United States set forth on Schedule 1.01A, as such Schedule may be amended from time to time (or in-transit from one such location to another such location),

c. it is located on real property leased by Holdings or any Guarantor or in a contract warehouse, in each case, unless either (1) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, or (2) a Rent Reserve has been imposed in respect of the Fixed Assets located at such location,

d. it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent.

““ Eligible Inventory ” means Inventory consisting of first quality finished goods held for sale in the ordinary course of Holdings’ or any Guarantor’s business, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided , however , that such criteria may be revised from time to time by Administrative Agent in Administrative Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Administrative Agent from time to time after the Second Amendment Effective Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Holdings’ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if (unless the Administrative Agent has imposed a reserve in the respect of the relevant Inventory), without duplication:

a. Holdings or any Guarantor does not have good, valid, and marketable title thereto,

b. it is not located at one of the locations in the continental United States set forth on Schedule 1.01A, as such Schedule may be amended from time to time (or in-transit from one such location to another such location),

c. it is located on real property leased by Holdings or any Guarantor or in a contract warehouse, in each case, unless (1) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, or (2) a Rent Reserve has been imposed in respect of the Inventory located at such location,

d. it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent,

e. it consists of goods returned or rejected by Holdings’ or any Guarantor’s customers,

f. it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process (other than Truss and Millwork Inventory), raw materials, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Holdings’ or any Guarantor’s business, bill and hold goods, defective goods, “seconds,” or Inventory acquired on consignment,

g.   it consists of non-perpetual Inventory,

h.   it consists of special order Inventory, or

i.   it consists of racks and pallets Inventory.

““ Eligible Truss and Millwork Inventory ” means Eligible Inventory consisting of Truss and Millwork Inventory.”

““ Excess Cash Flow ” means, for any period, (i) EBITDA From Continuing Operations for such period minus (ii) the sum of (A) Capital Expenditures for such period to the extent permitted under Section 8.21 , (B) taxes paid in cash during such period and (C) payments of principal and interest paid in cash during such period in respect of Indebtedness permitted under Section 8.05 , in each case, for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP.”

““ Fixed Assets Orderly Liquidation Value ” means the Dollar amount that is estimated to be recoverable in an orderly liquidation of the Eligible Fixed Assets net of all associated costs and expenses of such liquidation, such Dollar amount to be as determined from time to time by an appraisal company selected by the Administrative Agent.”

““ Inventory ” means inventory (as that term is defined in the UCC).”

““ Leverage Ratio ” means, as of the last day of any fiscal quarter, the ratio of (i) Total Funded Debt on such date to (ii) EBITDA From Continuing Operations for the period of four fiscal quarters ended on such date.”

““ Liquidity ” means, at any time, a Dollar amount equal to (i)(A) the Borrowing Base then in effect plus (B) (to the extent a positive number) (1) the Cash Balance at such time minus (2) $15,000,000, minus (ii) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations at such time.”