Exhibit 10(l)

Second AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement, dated as of December 6, 2022 (this “Amendment”), is among UFP INDUSTRIES, INC., a Michigan corporation, the Foreign Subsidiary Borrowers, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITAL

UFP Industries, Inc. (f/k/a Universal Forest Products, Inc.), a Michigan corporation (the "Company"), the Foreign Subsidiary Borrowers party thereto from time to time (the “Foreign Subsidiary Borrowers” and collectively referred to with the Company as the "Borrowers", and each of them individually as a "Borrower"), the lenders party thereto from time to time (such lenders, together with any other lenders now or hereafter parties to the Credit Agreement, collectively referred to as the "Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with any successors or assigns, the "Administrative Agent") are parties to a Credit Agreement dated as of November 1, 2018 (as may be amended or modified from time to time, the "Credit Agreement"). The Borrowers desire to amend the Credit Agreement as set forth herein and the Lenders are willing to do so in accordance with the terms hereof.  Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

Existing Loans. Notwithstanding anything to the contrary in the Amended Credit Agreement, any Loans based on the Adjusted LIBO Rate, Adjusted EURIBOR Rate, AUD Bank Bill Reference Rate or CDOR Rate (each as defined in the Credit Agreement before giving effect to this Amendment) that are outstanding as of the Second Amendment Effective Date (the “Existing Loans”) shall continue as Loans based on the Adjusted LIBO Rate, Adjusted EURIBOR Rate, AUD Bank Bill Reference Rate or CDOR Rate, as applicable, through and until the end of the applicable Interest Period, and all definitions terms and conditions, each as set forth in the Credit Agreement prior to giving effect to this Amendment, shall continue solely with respect to such Loans. From and after the last day of the Interest Period for the Existing Loans, such Loans shall bear interest determined by reference to the Adjusted Reference Rate, the Adjusted Daily Simple SOFR Rate, and the Alternate Base Rate, as applicable, in accordance with the Amended Credit Agreement.

Exhibit 10(l)

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In order to induce the Lenders and the Administrative Agent to enter into this Amendment, each Loan Party represents and warrants to each Lender and the Administrative Agent that the following statements are true, correct and complete as of the Second Amendment Effective Date:

This Amendment is the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.  

After giving effect to the amendments contained herein, no Default exists or has occurred and is continuing.

The Amendments to the Credit Agreement in Article 1 hereof shall become effective as of the date hereof (the “Second Amendment Effective Date”) when each of the following conditions is satisfied:

3.2The Administrative Agent and Lenders shall have received all fees and other amounts required to be paid by the Company in connection with this Amendments as of the Second Amendment Effective Date.

3.3The Administrative Agent shall have received and be reasonably satisfied with such other documents, and the Loan Parties shall have satisfied such other conditions, as disclosed on the closing list delivered to the Company prior to the date hereof, including closing certificates, the joinder documents, and an opinion of the Loan Parties’ counsel, each satisfactory in form and substance to the Administrative Agent.

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Exhibit 10(l)

Without limiting any amounts payable under the Loan Documents, the Loan Parties, jointly and severally, agree to pay all reasonable and documented out of pocket expenses, including the reasonable fees, charges and disbursements of counsel, of the Administrative Agent in connection with this Amendment and the transaction in connection herewith.

Each Loan Party represents and warrants that it is not aware of any claims or causes of action against any Lender, the Administrative Agent or any of their respective affiliates, successors or assigns, it has not assigned any claim, set off, or defense with respect to the Secured Obligations, the Administrative Agent, any Lender, or the Loan Documents and that it has no defenses, offsets or counterclaims with respect to the Secured Obligations.  Notwithstanding this representation and as further consideration for the agreements and understandings herein, each Loan Party, on behalf of itself and its employees, agents, executors, heirs, successors and assigns (the “Releasing Parties”), hereby releases each Lender, the Administrative Agent and their respective predecessors, officers, directors, employees, agents, attorneys, affiliates, subsidiaries, successors and assigns (the “Released Parties”), from any liability, claim, right or cause of action which now exists or hereafter arises as a result of acts, omissions or events occurring on or prior to the date hereof, whether known or unknown, arising from or in any way related to the Credit Agreement, the other Loan Documents, all transactions relating to the Credit Agreement or any of the other Loan Documents or the business relationship among, or any other transactions or dealings among, the Releasing Parties or any of them and the Released Parties or any of them relating to the Credit Agreement or any of the other Loan Documents.

Exhibit 10(l)

This Amendment shall be governed by, and construed in accordance with, the laws of the State of Michigan.

[Signature Pages Follow]

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Exhibit 10(l)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.

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UFP INDUSTRIES, INC., f/k/a Universal Forest Products, Inc., as Company and a Borrower

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By _________________________

Name: Michael R. Cole

Title: Chief Financial Officer

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UFP CANADA, INC., as a Foreign Subsidiary Borrower

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By _________________________

Name: Michael R. Cole

Title: Treasurer

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UFP AUSTRALIA PTY LTD., as a Foreign Subsidiary Borrower

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By _________________________

Name: Michael R. Cole

Title: Treasurer

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Exhibit 10(l)

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Exhibit 10(l)

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, TORONTO BRANCH, as the Applicable Lending Installation and Related Party designated by JPMorgan Chase Bank, N.A. for Loans to any Borrower in Canada or in Canadian Dollars

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By _________________________

Name: Jeffrey Coleman

Title: Authorized Officer

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Exhibit 10(l)

WELLS FARGO BANK, N.A., as a Lender and as Syndication Agent

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By _________________________

Name:

Title:

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Exhibit 10(l)

PNC BANK, NATIONAL ASSOCIATION as a Lender and as Documentation Agent

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By _________________________

Name:

Title:

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Exhibit 10(l)

THE HUNTINGTON NATIONAL BANK

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By _________________________

Name:

Title:

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Exhibit 10(l)

BANK OF AMERICA, N.A.

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By _________________________

Name:

Title:

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Exhibit 10(l)

BANK OF AMERICA, N.A. (Canada branch) as the Applicable Lending Installation and Related Party designated by Bank of America, N.A. for Loans to any Borrower in Canada or in Canadian Dollars

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By _________________________

Name:

Title:

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Exhibit 10(l)

COBANK, FBC

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By _________________________

Name:

Title:

Exhibit 10(l)

GREENSTONE FARM CREDIT SERVICES

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By _________________________

Name:

Title:

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Exhibit 10(l)

CONSENT AND AGREEMENT

               As of the date and year first above written, each of the undersigned hereby:

               (a)   fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby and agrees to be bound by the provisions applicable to it (including representations, warranties, and agreements, as applicable);

               (b)   agrees that each Loan Document to which it is a party is hereby ratified and confirmed and shall remain in full force and effect, and acknowledges that it has no setoff, counterclaim, defense or other claim or dispute with respect to any such Loan Document to which it is a party and each other Loan Document to which it is a party;

               (c)   acknowledges that its consent and agreement hereto is a condition to the Lenders obligations under the above Amendment and it is in its interest and to its financial benefit to execute this Consent and Agreement; and

               (d)   represents and warrants to the Administrative Agent and the Lenders that this Consent and Agreement is the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, it is not aware of any claims or causes of action against the Administrative Agent, the Lenders, or any of their affiliates, successors or assigns, and that it has no defense, offsets or counterclaims with respect to any of the Secured Obligations.

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Guarantors:

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By: ________________________________

Name: Michael R. Cole

Title: Authorized Signer of each Guarantor listed on Schedule 1, on behalf of each Guarantor listed on Schedule 1

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Exhibit 10(l)

Schedule 1

List of Guarantors

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Exhibit 10(l)

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