UNIVERSAL FOREST PRODUCTS INC
PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(K)
<SEQUENCE>2
<FILENAME>k89717exv10wxky.txt
<DESCRIPTION>PROGRAM FOR ACCOUNTS RECEIVABLE TRANSFER AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10(K)
                                                                  EXECUTION COPY



                               FIRST AMENDMENT TO
                                 PARTS AGREEMENT


         THIS FIRST AMENDMENT TO PARTS AGREEMENT, dated as of November 4, 2004
(the "Amendment"), is made by and between UNIVERSAL FOREST PRODUCTS RMS, LLC, a
Michigan limited liability company ("Client"), UNIVERSAL FOREST PRODUCTS, INC.,
a Michigan corporation ("Guarantor") and BANK OF AMERICA, N.A. ("BANA"). All
capitalized terms used herein unless otherwise defined shall have the meanings
set forth in the PARTS Agreement referred to below.

                                    RECITALS:

         A.     Client, Guarantor and BANA are parties to that certain PARTS
Agreement dated as of September 22, 2003 (as amended, restated, modified or
supplemented from time to time, the "PARTS Agreement").

         B.     Client, Guarantor and BANA have agreed to amend the PARTS
Agreement as set forth herein.

         NOW, THEREFOR, the parties hereto agree as follows:

         1.     The PARTS Agreement is hereby amended by adding the words "and
subject to Section 3(e)" immediately following the words "Termination Date" in
the proviso contained in Section 1(b)(4).

         2.     The PARTS Agreement is hereby amended by amending and restating
Section 3 in its entirety as follows:

                "(a)     Servicer shall be entitled to a Servicing fee from BANA
         as set forth in Section 6.

                (b)      The parties hereto acknowledge and agree that (i) the
         discount rate paid by BANA for Purchased Receivables, as reflected in
         the Purchase Price set forth on each Schedule A, has been negotiated
         based upon a certain spread (e.g., 100 bps) in excess of a reference
         rate for BANA's cost of funds (commonly referred to as the London
         Interbank Offered Rate or "LIBOR") for an initial specified term agreed
         to by the parties prior to the Effective Date (it being understood that
         such initial specified term is the period running from the relevant
         Effective Date to the first Reset Date), (ii) that such spread and
         reference rate (e.g., "1 month LIBOR") has been (or will be) disclosed
         to Client, and consented to by Client, prior to any applicable
         Effective Date and (iii) upon each Reset Date, Client will pay to BANA
         an amount (the "Reset Date Payment") equal to: P * (L+XY.Z bps) *
         Ndays/360, where "P" equals the aggregate face amount of Purchased
         Receivables (other than "Delinquent Receivables," as defined below)
         outstanding on such Reset Date multiplied by a percentage equal to 100%
         less the Agreed Dilution






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         Percentage; "L" equals LIBOR for the period running from such
         Reset Date to the next succeeding Reset Date (or, if earlier, the
         Termination Date), as calculated by BANA two business days prior to
         such Reset Date; "XY.Z bps" equals the spread over LIBOR that was used
         by BANA in calculating the discount rate incorporated into the
         applicable Purchase Price on the relevant Effective Date (i.e., trade
         inception); and "Ndays" equals the number of actual days between such
         Reset Date and the next succeeding Reset Date (or, if earlier, the
         Termination Date). BANA shall notify Client two business days prior to
         each Reset Date of (x) the relevant LIBOR rate for the specified term
         commencing on such Reset Date and (y) the amount of the Reset Date
         Payment owing by Client to BANA on such Reset Date pursuant to this
         Section 3(b), and Client agrees to pay to BANA on such Reset Date such
         Reset Date Payment. BANA shall provide Client with reasonable detail of
         the manner in which any amount payable under this Section 3(b) was
         calculated, and BANA's determination of any such amount shall be
         conclusive in the absence of manifest error. Each Reset Date Payment
         made hereunder shall be applied by BANA as follows: (i) with respect to
         Purchased Receivables other than Purchased Receivables with respect to
         which a Repurchase Event shall have occurred, the applicable portion of
         each Reset Date Payment shall be applied as an adjustment to the
         Purchase Price paid by BANA therefor; and (ii) with respect to
         Purchased Receivables with respect to which a Repurchase Event shall
         have occurred, the applicable portion of each Reset Date Payment shall
         be applied toward the repurchase obligation of Client, pursuant to
         Section 9(a), with respect to such Purchased Receivable. As used in
         this Section, "Delinquent Receivables" are Purchased Receivables with
         respect to which: (I) such Purchased Receivables shall be more than 15
         day past due; and (ii) either (A) Client shall have demonstrated to
         BANA, in accordance with Section 1(b)(7), that the delinquency in
         payment on such receivables is not the result of a Repurchase Event; or
         (B) the Purchased Receivables shall be past due as a result of a
         Financial Inability to Pay.

                (c)      In the event that, this Agreement is terminated by BANA
         pursuant to Section 2(a) or is terminated by Client for any reason
         prior to the occurrence of one or more Reset Dates initially
         contemplated to occur during the term of this Agreement in connection
         with any Schedule A (including without limitation as the result of
         BANA's acceleration of the date on and after which Client can no longer
         use Remittances to purchase Replacement Receivables under such Schedule
         A as set forth in the definition of "Termination Date"), Client shall
         pay to BANA a hedging cost breakage fee as calculated by BANA in a
         commercially reasonable manner using the principles set forth in this
         Section 3 (it being understood and agreed that such hedging cost
         breakage fee may include the expected Structuring Fee for each Reset
         Date that has not yet occurred, as calculated by BANA in a commercially
         reasonable manner). BANA shall provide Client with reasonable detail of
         the manner in which any amount payable under this Section 3 was
         calculated, and BANA's determination of any such amount shall be
         conclusive in the absence of manifest error.

                (d)      In connection with the Receivables purchase program
         reflected by each Schedule A, Client shall pay BANA on the relevant
         Effective Date and each Reset Date a Structuring Fee in the dollar
         amount specified on the relevant Schedule A, which fee shall be wired
         to BANA's account identified in Section 1(b)(2)(ii).




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                (e)      If a particular Schedule A includes an annex indicating
         a different agreed upon Required Amount for each Reset Date following
         the Effective Date, then on (or prior to) each Reset Date prior to the
         Termination Date Client, Guarantor and BANA shall execute a new
         supplemental Schedule A (denoted "Schedule A-__(__)"; e.g., "Schedule
         A-5(b)"), which supplemental Schedule A shall be deemed to amend and
         restate the initial Schedule A (e.g., "Schedule A-5(a)"), and any
         subsequent Schedule As, to which such supplement relates. Such
         supplemental Schedule A will reference the same Account Debtor and
         Stated Termination Date, but will include a new Effective Date (which
         shall be the relevant Reset Date), Required Amount (per the annex to
         the relevant initial Schedule A), Purchase Price (which shall be
         subject to adjustment pursuant to Section 3(b)) and Structuring Fee,
         and may include a different Agreed Dilution Percentage and/or other
         terms as negotiated and mutually agreed upon by the parties. In the
         event that the new Required Amount on the applicable Reset Date is less
         than the immediately preceding applicable Required Amount, then the new
         Required Amount shall constitute a cap on the amount of Remittances
         that may be used by Client to purchase Replacement Receivables, and the
         Remittances from Purchased Receivables purchased by BANA pursuant to a
         prior Schedule A that are not applied to Replacement Receivables
         (including because such application would cause the amount of Purchased
         Receivables to exceed the then-applicable Required Amount) shall be
         remitted to BANA in accordance with Section 1(b)(4). In the event that
         the new Required Amount on the applicable Reset Date is greater than
         the immediately preceding applicable Required Amount, then the amount
         by which the new Required Amount exceeds the immediately preceding
         applicable Required Amount shall constitute additional Receivables to
         be purchased by BANA hereunder, which purchase shall be funded by BANA
         to Client on the applicable Reset Date at the applicable Purchase Price
         percentage set forth on the relevant supplemental Schedule A."

         3.     The PARTS Agreement is hereby amended by amending and restating
Section 4(b)(vii) in its entirety as follows:

         "(vii) no such Receivable is or shall otherwise be subject to, any
offset, counterclaim, contra account or any defense of any kind or character
with respect to any such Receivable (collectively, "Credits") that would cause
the aggregate amount of all Credits with respect to all Purchased Receivables
purchased by BANA under a particular Schedule A to exceed the Agreed Dilution
Percentage;"

         4.     The PARTS Agreement is hereby amended by (a) deleting the word
"or" at the end of Section 5(f)(xiv), (b) adding the word "or" at the end of
Section 5(f)(xv) and (c) adding the following new subsection (xvi) to the end of
Section 5(f):

         "(xvi) an Event of Default shall have occurred hereunder."

         5.     Section 6(a) of the PARTS Agreement is hereby amended by
deleting the fifth full sentence thereof (beginning with the words "In
consideration of . . .") in its entirety, and substituting therefor the
following two new sentences: "In consideration of the performance by Servicer of
its obligations hereunder with respect to Purchased Receivables under a
particular Schedule A, Servicer shall be entitled to receive the Servicing Fee
from BANA. Such Servicing


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Fee: (A) shall be calculated with respect to each Schedule A or supplemental
Schedule A, on a per annum basis, based upon the Required Amount stated in such
Schedule A or supplemental Schedule A and the period of time between the
Effective Date stated in such Schedule A or supplemental Schedule A and the
earlier of the Termination Date or the next succeeding Reset Date; and (B) shall
be payable in advance with respect to each Schedule A or supplemental Schedule
A, on or prior to the Effective Date thereof."

         6.     The PARTS Agreement is hereby amended by amending and restating
the notice information for BANA in Section 16 in its entirety as follows:

                "If to BANA, at:    Bank of America, N.A.
                                    214 North Tryon Street
                                    NC1-027-15-01
                                    Charlotte, NC  28255
                                    Attn:      William D. Hobbs
                                    Telephone: 704-388-5914
                                    Telecopy:  704-388-3522
                                    Email:     william.d.hobbs@bankofamerica.com

                  With a copy to:   Bank of America, N.A.
                                    40 West 57th Street, 27th Floor
                                    NY1-040-27-01
                                    New York, NY 10019
                                    Attn:      Jeanne F. Siegel
                                    Telephone: 646-313-8155
                                    Telecopy:  704-409-0810
                                    Email:     Jeanne.Siegel@bankofamerica.com"

         7.     The PARTS Agreement is hereby amended by amending and restating
the definitions below as follows:

             "Agreed Base Value:          With respect to any Purchased
                                          Receivables, an amount equal to the
                                          product of (a) the face amount of such
                                          Receivables, times (b) a percentage
                                          equal to 100% less the Agreed Dilution
                                          Percentage."
             Servicing Fee:               With respect to Purchased Receivables
                                          under a particular Schedule A or
                                          supplemental Schedule A, the amount
                                          determined by multiplying (a) the
                                          Required Amount listed on the
                                          applicable Schedule A or supplemental
                                          Schedule A, times (b) a fraction, the
                                          numerator of which shall be determined
                                          by multiplying (x) the per annum
                                          percentage listed as the Servicing Fee
                                          on the applicable Schedule A or
                                          supplemental Schedule A times (y) the
                                          number of days in the period from the
                                          relevant Effective Date to the earlier
                                          of the next Reset Date or the relevant
                                          Termination Date, and the denominator
                                          of which shall be 360."




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         8.     The PARTS Agreement is hereby amended by adding the following
new definitions to Annex I thereof in their proper alphabetical order:

             "Agreed Dilution             7.5% or such other percentage set
             Percentage:                  forth after such term on the
                                          applicable Schedule A, which
                                          represents the agreed level of Credits
                                          (expressed as a percentage of the face
                                          amount of the relevant Purchased
                                          Receivables) that may exist with
                                          respect to the Purchased Receivables
                                          of a particular Approved Account
                                          Debtor.
             Delinquent                   As defined in Section 3(b) of the
             Receivables:                 Agreement.

             Repurchase Event:            As defined in Section 1(b)(7) of the
                                          Agreement.

             Reset Date:                  With respect to Purchased Receivables
                                          under a particular Schedule A, the
                                          last day of each of fiscal month of
                                          Client and Guarantor to occur prior to
                                          the relevant Stated Termination Date
                                          as more fully set forth on the
                                          applicable Schedule A; provided,
                                          however, that if such Reset Date is
                                          not a business day then such Reset
                                          Date shall be the next succeeding
                                          business day."

             Reset Date Payment:          As defined in Section 3(b) of the
                                          Agreement.

             Structuring Fee:             The dollar amount set forth after
                                          such term in the applicable Schedule
                                          A, which represents the non-refundable
                                          structuring fee payable to BANA on the
                                          Effective Date and each Reset Date
                                          with respect to the Receivables
                                          purchase program reflected by such
                                          Schedule A."

         9.     The PARTS Agreement is hereby amended by amending and restating
the Form of Schedule A attached thereto in its entirety as set forth in Exhibit
A hereof.

         10.    This Amendment shall become effective on the date set forth
above in the introductory paragraph upon BANA's receipt of counterparts of this
Amendment, each duly executed and delivered by Client, Guarantor and BANA.

         11.    Except as hereby modified, all the terms and provisions of the
PARTS Agreement and any schedules or exhibits thereto remain in full force and
effect. BANA's execution and delivery of this Amendment and any other documents
and instruments in connection herewith shall not be deemed to create a course of
dealing or otherwise create any express or implied duty by it to provide any
other or further amendments, waivers or consents in the future.

         12.    Client hereby represents and warrants that (a) it has the
requisite corporate power and authority to execute, deliver and perform this
Amendment, (b) it is duly authorized to, and has been authorized by all
necessary corporate action to, execute, deliver and perform this Amendment,

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(c) the representations and warranties contained in Section 4 of the PARTS
Agreement are, subject to the limitations set forth therein, true and correct in
all material respects on and as of the date hereof as though made on and as of
such date (except for those which expressly relate to an earlier date), and (d)
no Event of Default or Servicer Default exists under the PARTS Agreement on and
as of the date hereof or will occur as a result of the transactions contemplated
hereby.

         13.    This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one counterpart. Delivery of executed counterparts by telecopy
shall be effective as an original and shall constitute a representation that an
original will be delivered.

         14.    THIS AMENDMENT AND ALL OTHER DOCUMENTS EXECUTED PURSUANT TO THE
TRANSACTIONS CONTEMPLATED HEREIN SHALL BE DEEMED TO BE CONTRACTS MADE UNDER, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND
JUDICIAL DECISIONS OF THE STATE OF NEW YORK.

         15.    Client understands and acknowledges that the form and terms of
the PARTS Agreement (including this Amendment) are proprietary trade products of
BANA that BANA desires to keep confidential and Client agrees that, except for
disclosure on a confidential basis (a) to Client's accountants, attorneys and
other professional advisors retained by it in connection with the PARTS
Agreement and (b) as may be required by law, the form and terms of the PARTS
Agreement shall not be disclosed by Client in whole or in part to any other
person or entity without BANA's prior written consent.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their fully authorized officers as of the day and year first above
written.


                             UNIVERSAL FOREST PRODUCTS RMS, LLC


                             By:
                                 ----------------------------------------------
                             Name:
                             Title:


                             UNIVERSAL FOREST PRODUCTS, INC.


                             By:
                                 ----------------------------------------------
                             Name:
                             Title:


                             BANK OF AMERICA, N.A.


                             By:
                                 ----------------------------------------------
                             Name:
                             Title:


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