exhibit101tlamendmentwit






                                                                 EXHIBIT 10.1                                                                        THIRD AMENDMENT                    TO CREDIT AND GUARANTY AGREEMENT                THIRD AMENDMENT (this “Agreement”) dated as of October 24, 2019 among  BlueLinx Holdings Inc. (the “Borrower”), the “Guarantors” referred to on the signature pages  hereto, the Lenders executing this Agreement on the signature pages hereto and HPS  INVESTMENT PARTNERS, LLC, in its capacity as Administrative Agent (the “Administrative  Agent”) under the Credit Agreement referred to below.               WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto  and the Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as  of April 13, 2018 (as amended, restated, supplemented, or otherwise modified from time to time,  the “Credit Agreement”).                WHEREAS, the Credit Parties, the Lenders party hereto constituting the Requisite  Lenders and the Administrative Agent desire to amend the Credit Agreement on the terms set forth  herein.               NOW THEREFORE, in consideration of the premises and covenants contained  herein and for other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereto hereby agree as follows:               Section 1.  Definitions.  Except as otherwise defined in this Agreement, terms  defined in the Credit Agreement, after giving effect to this Agreement, are used herein as defined  therein.  This Agreement shall constitute a Credit Document for all purposes of the Credit  Agreement and the other Credit Documents.               Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent  specified in Section 4 below, effective as of the Third Amendment Effective Date, the Credit  Agreement is hereby amended as follows:                       (a)   The following new definitions shall be added to Section 1.1 of the        Credit Agreement in the appropriate alphabetical order:                   “Average Availability” means, as of any date, the sum of the              aggregate amount of “Excess Availability” (as defined in the ABL              Credit Agreement) for each of the 10 consecutive Business Days              immediately preceding such date (as calculated by the Borrower as              of the end of each respective day) divided by ten.                   “Other Leaseback Transactions” means any Sale and             Leaseback Transaction in respect of real property following the             Third Amendment Effective Date.  





 






                         “Permitted Leaseback Transactions” means each of the               2019 Leaseback Transactions and the Other Leaseback               Transactions.                    “Specified Properties Payment Threshold” means, as of any               date of determination, an Average Availability equal to or greater               than $80,000,000.                    “Third Amendment”  means that certain Third Amendment               to Credit and Guaranty Agreement, dated as of the Third               Amendment Effective Date, by and among the Borrower, the               “Guarantors” referred to the on the signature pages thereto, the               Lenders party thereto and the Administrative Agent.                    “Third Amendment Effective Date” October 24, 2019.                    “Third Amendment Fee Letter” means that certain Fee               Letter dated as of the Third Amendment Effective Date among the               Borrower and the Administrative Agent.                      (b)   The definition of “2019 Leaseback Transactions” shall be restated         in its entirety as follows:                     ““2019 Leaseback Transactions” means one or more Sale and               Leaseback Transactions in respect of the 2019 Leaseback               Properties.”                      (c)   The definition of “Applicable Make-Whole Amount” shall be  restated in its entirety as follows:                    ““Applicable Make-Whole Amount” means, with respect to              any repayment or prepayment of the Loans (other than (i) any              prepayment made with proceeds of a 2019 Leaseback Transaction to              the extent set forth in clause (B) of the proviso to Section 2.11, (ii) a              prepayment made with the proceeds of the Specified Properties to the              extent set forth in clause (C)(1) of the proviso to Section 2.11 and              (iii) to the extent set forth in clause (D) of the proviso to Section              2.11), an amount equal to the amount of interest that would have been              paid on the principal amount of the Loans being so repaid or prepaid              for the period from and including the date of such repayment or              prepayment to but excluding the date that is the one (1) year              anniversary of the Second Amendment Effective Date (in each case,              calculated on the basis of the interest rate with respect to the Loans              that is in effect on the date of such repayment or prepayment and on              the basis of actual days elapsed over a year of three hundred sixty-             five (365) days).”                                       2 





 






                                            (d)   The definition of “Asset Sale” shall be amended by replacing the  final sentence thereof with the following:             “Each Permitted Leaseback Transaction shall constitute an        Asset Sale.”               (e)   The definition of “Attributable Indebtedness” shall be restated in its  entirety as follows:              ““Attributable Indebtedness” means, when used with       respect to any Permitted Leaseback Transaction, as at the time of       determination, the present value (discounted at a rate equivalent to       Borrower’s then-current weighted average cost of funds for        borrowed money as at the time of determination, compounded on a        semi-annual basis) of the total obligations of the lessee for rental        payments during the remaining term of the lease included in any        such Permitted Leaseback Transaction.”               (f)   The definition of “Credit Document” shall be restated in its entirety  as follows:              ““Credit Document” means any of this Agreement, the        Notes, if any, the Collateral Documents, the Second Amendment        Fee Letter, the Third Amendment Fee Letter, and all other        documents, certificates, instruments or agreements executed and        delivered by or on behalf of a Credit Party for the benefit of the        Administrative Agent or any Lender in connection with this        Agreement on or after the date hereof.”               (g)   The definition of “Real Property Capital Leases” shall be restated in  its entirety as follows:              ““Real Property Capital Leases” means (i) each Capital        Lease obligation or financing obligation with respect to Real Estate        Assets set forth on Schedule 6.1(a) and (ii) any future lease of (or        any agreement conveying the right to use) any Real Estate Asset by        such Person as lessee which is permitted under Section 6.1(i) and        which, in accordance with GAAP, is or is required to be reflected as        a capital lease on the balance sheet of such Person; provided, that,        for purposes of calculating compliance with the Total Net Leverage        Ratio, any lease or financing permitted hereunder occurring after the        Closing Date that (a) involves any Real Estate Asset and (b) that        arises out of a Permitted Leaseback Transaction, shall be excluded        from clause (i)(A) of the calculation of the Total Net Leverage        Ratio, in the case of each of clause (i) and (ii) above,                                 3 





 






                                       notwithstanding any accounting treatment that may be required         under GAAP.”                (h)   The definition of Sale and Leaseback Transaction” shall be restated  in its entirety as follows:               ““Sale and Leaseback Transaction” means any transaction        pursuant to which a Credit Party or any of its Subsidiaries, directly        or indirectly, becomes or remains liable as lessee or as a guarantor or         other surety with respect to any lease of any property (whether real,         personal or mixed), whether now owned or hereafter acquired, which         a Credit Party (a) has sold or transferred or is to sell or to transfer to         any other Person, or (b) intends to use for substantially the same         purpose as any other property which has been or is to be sold or         transferred by a Credit Party to any Person in connection with such         lease.”                (i)   Section 1.4 of the Credit Agreement shall be amended by adding the   following clause (e) immediately following clause (d) thereof:                “(e)   Notwithstanding anything to the contrary contained         herein, for purposes of determining compliance with the financial         covenant set forth in Section 6.7, (i) in the event that the outstanding         principal balance of the Loans is greater than $95,298,863.91 on         January 31, 2020, (A) the ratios required to comply with Section 6.7         for the Fiscal Quarter ending on December 28, 2019 and each Fiscal         Quarter ending thereafter shall revert to the ratios set forth for such         Fiscal Quarters in Section 6.7 immediately prior to the Third         Amendment Effective Date (and the effectiveness of the         amendments to Section 6.7 pursuant to the Third Amendment shall         automatically terminate and be unwound), (B) the $10,000,000 cap         set forth in clause (a) of the definition of “Consolidated Net Income”         shall be reduced to zero and no adjustments to Consolidated         EBITDA shall be permitted to be made under sub-clauses (vi) and         (xiv) of clause (a) of the definition of “Consolidated EBITDA”         (which amounts under such sub-clauses shall be deemed to be zero),         in each case, for purposes of calculating the Total Net Leverage         Ratio for the Fiscal Quarter ending on December 28, 2019 and each         Fiscal Quarter ending thereafter, and (C) the Borrower shall no         longer be permitted to exercise the cure rights set forth in Section         8.3 hereof, and (ii) in the event that the Borrower has made         voluntary prepayments of the Loans under Section 2.9 and/or         mandatory prepayments of the Loans under Section 2.10(a) or         2.10(c) in an aggregate principal amount of at least $50,925,000         during the period commencing on the Third Amendment Effective         Date and ending on January 31, 2020, the principal amount of the                                 4 





 






                                      Loans included in Consolidated Total Debt for purposes of        calculating the Total Net Leverage Ratio for the Fiscal Quarter        ending December 28, 2019 shall be deemed to be the principal        amount of the Loans outstanding as of January 31, 2020.”               (j)   Section 2.10(a) of the Credit Agreement shall be restated in its  entirety as follows:               “(a)  Asset Sales.  Not later than the fifth Business Day        following the date of receipt by the Borrower or any of its        Subsidiaries of any Net Asset Sale Proceeds (other than from (x) the        sale of any Specified Properties after the Third Amendment        Effective Date and (y) Permitted Leaseback Transactions), the        Borrower shall prepay the Loans in an aggregate amount equal to        such Net Asset Sale Proceeds, together with accrued interest thereon        and any premium payable pursuant to Section 2.11; provided that (i)        to the extent any such Net Asset Sale Proceeds constitute proceeds        of ABL Priority Collateral (including the portion of Net Asset Sale        Proceeds constituting proceeds of ABL Priority Collateral from an        Asset Sale of the Equity Interests of any Credit Party that owns ABL        Priority Collateral), then the mandatory prepayment pursuant to this        Section 2.10(a) with respect to Net Asset Sale Proceeds constituting        proceeds of ABL Priority Collateral shall be in an amount equal to        100% of such Net Asset Sale Proceeds minus the amount of such        Net Asset Sale Proceeds that are then required to be used to prepay        Indebtedness under the ABL Credit Agreement, and (ii) (A) so long        as no Default or Event of Default shall have occurred and be        continuing, and (B) to the extent that (x) such Net Asset Sale        Proceeds consist of proceeds of the sale of Specified Properties prior        to the Third Amendment Effective Date, or (y) the Net Asset Sale        Proceeds (other than from the sale of any Specified Properties)        reinvested in accordance with this Section 2.10(a) from the Closing        Date through the applicable date of determination, together with the        aggregate amount of Net Insurance/Condemnation Proceeds        reinvested in accordance with Section 2.10(b) and Net        Extraordinary Receipts reinvested in accordance with Section        2.10(f), do not exceed $15,000,000 in the aggregate, then, in each        case, Borrower shall have the option, directly or through one or more        of its Subsidiaries, to invest (or commit to invest) all or a portion of        such Net Asset Sale Proceeds in long-term productive assets of the        general type used in the business of the Borrower and its        Subsidiaries within twelve (12) months of receipt thereof (or, if        committed to be reinvested within such twelve (12) month period,       within six (6) months of such twelve (12) month period); provided       that with respect to any Net Asset Sale Proceeds from the sale of any       Specified Property prior to the Third Amendment Effective Date,                                5 





 






                                      such permitted reinvestment period shall end on January 30, 2020.         For the avoidance of doubt, any Net Asset Sale Proceeds not so        invested during such twelve (12) month period (or, (x) in the case of        commitments, within six (6) months of such twelve (12) month        period and (y) in the case of Net Asset Sale Proceeds from the sale        of any applicable Specified Property, by January 30, 2020) shall be        required to be used to make a mandatory prepayment of the Loans        on the Business Day after such period ends. Notwithstanding the        foregoing provisions of this Section 2.10(a), the Net Asset Sale        Proceeds of (I) any Specified Property sold after the Third        Amendment Effective Date and (II) any Permitted Leaseback        Transaction shall be excluded from the requirements of this        Section 2.10(a) and shall instead be required to repay the Loans and        applied in accordance with Section 2.10(c) of this Agreement.”               (k)   Section 2.10(c) of the Credit Agreement shall be restated in its  entirety as follows:               “(c)  Proceeds of Sale and Leaseback Transaction;        Specified Properties. Not later than two (2) Business Days after        receipt of the Net Asset Sale Proceeds of any Permitted Leaseback        Transaction or, to the extent sold after the Third Amendment        Effective Date, any Specified Property, the Borrower shall apply        such Net Asset Sale Proceeds as follows:               (i)   in the case of 2019 Leaseback Transactions made              prior to the Third Amendment Effective Date, (A) the first              $30,000,000 of Net Asset Sale Proceeds for all 2019              Leaseback Transactions shall be paid to the Administrative              Agent, for the account of the Lenders, for application to the              prepayment of the principal amount of the Loans, together              with accrued interest thereon and the Prepayment Premium              payable pursuant to Section 2.11; and (B) thereafter, any              remaining Net Asset Sale Proceeds in an aggregate amount in              excess of $30,000,000 for all 2019 Leaseback Transactions,              after giving effect to the payments specified in the foregoing              clause (i)(A), shall be applied to repay Indebtedness under the              ABL Credit Agreement;                (ii)  all Net Asset Sale Proceeds from Other Leaseback              Transactions shall be paid to the Administrative Agent, for              the account of the Lenders, for application to the prepayment              of the principal amount of the Loans, together with accrued              interest thereon and any Prepayment Premium applicable              thereto; provided that the aggregate amount required to be              paid pursuant to this clause (c)(ii) from and after February 1,                                6 





 






                                            2020 shall be reduced by an amount equal to $40,000,000              minus the aggregate Net Asset Sale Proceeds that the              Borrower has paid pursuant to this clause (c)(ii) during the              period from the Third Amendment Effective Date through              and including January 31, 2020 (which amount shall in no              event be less than $0); and               (iii) all Net Asset Sale Proceeds from Specified Properties              sold after the Third Amendment Effective Date shall be paid              to the Administrative Agent, for the account of the Lenders,              for application to the prepayment of the principal amount of              the Loans, together with accrued interest thereon and any              Prepayment Premium applicable thereto; provided that,              notwithstanding the foregoing, with respect to the first              $10,000,000 of Net Asset Sale Proceeds from Specified              Properties received by the Borrower after January 31, 2020              (A) if, as of the date of receipt of any such Net Asset Sale              Proceeds, the Specified Properties Payment Threshold is not              satisfied, 100% of such Net Asset Sale Proceeds shall be used              to repay Indebtedness under the ABL Credit Agreement, and              (B) if, as of the date of receipt of any such Net Asset Sale              Proceeds, the Specified Properties Payment Threshold is              satisfied, 50% of such Net Asset Sale Proceeds shall be used              to repay Indebtedness under the ABL Credit Agreement, with              the remainder to be paid to the Administrative Agent, for the              account of the Lenders, for application to the prepayment of             the principal amount of the Loans, together with accrued             interest thereon and any Prepayment Premium applicable             thereto (and thereafter all such Net Asset Sale Proceeds in              excess of $10,000,000 shall be paid to the Administrative              Agent, for the account of the Lenders, for application to the              prepayment of the principal amount of the Loans, together              with accrued interest thereon and any Prepayment Premium              applicable thereto).”               (l)   Section 2.11 of the Credit Agreement shall be restated in its entirety  as follows:                     “2.11 Prepayment Premium.  In the event that all        or any portion of the Loans is repaid or prepaid for any reason        (including as a result of any mandatory prepayments, voluntary        prepayments, payments made following acceleration of the Loans        or after an Event of Default but excluding payments of the purchase        price in connection with an assignment of the Loans made pursuant        to Section 2.20(b)) prior to the fourth anniversary of the Second        Amendment Effective Date, such repayments or prepayments will                                7 





 






                                be made together with a premium equal to (i) 3.00% of the amount  repaid or prepaid and accompanied by the Applicable Make-Whole  Amount as of the date of such repayment or prepayment, if such  repayment or prepayment occurs on or prior to the first anniversary  of the Second Amendment Effective Date, (ii) 3.00% of the amount  repaid or prepaid, if such repayment or prepayment occurs after the  first anniversary of the Second Amendment Effective Date but on or  prior to the second anniversary of the Second Amendment Effective  Date, (iii) 2.00% of the amount repaid or prepaid, if such repayment  or prepayment occurs after the second anniversary of the Second  Amendment Effective Date but on or prior to the third anniversary  of the Second Amendment Effective Date and (iv) 1.00% of the  amount repaid or prepaid, if such repayment or prepayment occurs  after the third anniversary of the Second Amendment Effective Date  but on or prior to the fourth anniversary of the Second Amendment  Effective Date (the foregoing premiums (including the Applicable  Make-Whole Amount), the “Prepayment Premium”); provided  that                (A)   the Prepayment Premium shall not apply to  (1) scheduled amortization Installment payments made by Borrower  pursuant to Section 2.8, (2) mandatory prepayments by Borrower  pursuant to Section 2.10(b), Sections 2.10(e), 2.10(f) and 2.10(g),  and (3) mandatory prepayments by Borrower pursuant to Sections  2.10(a) and 2.10(c) not exceeding $15,000,000 in the aggregate  prior to the Third Amendment Effective Date,                (B)   in the case of mandatory prepayments by  Borrower with the Net Asset Sale Proceeds of a 2019 Leaseback  Transaction pursuant to Section 2.10(c) made prior to the Third  Amendment Effective Date, the Applicable Make-Whole Amount  component of the Prepayment Premium shall not apply and such  prepayments will be made together with a premium equal to 3.00%  of the amount prepaid in lieu of any other Prepayment Premium  (except to the extent permitted by the immediately preceding clause  (A)(3)),                (C)   in the case of prepayments of the Loans made  with the proceeds of the Specified Properties made on or prior to the  first anniversary of the Second Amendment Effective Date, (1) for  the first $25,000,000 of such prepayments of the Loans, the  Applicable Make-Whole Amount component of the Prepayment  Premium shall not apply and such prepayments will be made  together with a premium equal to 3.00% of the amount prepaid in  lieu of any other Prepayment Premium, and (2) for such  prepayments of the Loans in excess of the amount specified in the                          8 





 






                                 immediately preceding sub-clause (1), the Prepayment Premium  (including the Applicable Make-Whole Amount component  thereof) shall apply, and                (D)   for the first $50,925,000 of voluntary   prepayments of the Loans under Section 2.9 and/or mandatory   prepayments of the Loans under Section 2.10(a) or 2.10(c) made by   Borrower during the period commencing on the Third Amendment   Effective Date and ending on January 31, 2020, the Applicable   Make-Whole Amount component of the Prepayment Premium shall   not apply to such prepayments and such prepayments will be made   together with a premium equal to 3.00% of the amount prepaid in   lieu of any other Prepayment Premium.          If the Loans are accelerated or otherwise become due prior   to their maturity date, in each case, as a result of an Event of Default   (including upon the occurrence of a bankruptcy or insolvency event   (including the acceleration of claims by operation of law)), the   amount of principal of and premium on the Loans that becomes due   and payable shall equal 100% of the principal amount of the Loans   plus the Prepayment Premium in effect on the date of such   acceleration or such other prior due date, as if such acceleration or   other occurrence were a voluntary prepayment of the Loans   accelerated or otherwise becoming due.  Without limiting the   generality of the foregoing, it is understood and agreed that if the   Loans are accelerated or otherwise become due prior to their   maturity date, in each case, in respect of any Event of Default   (including upon the occurrence of a bankruptcy or insolvency event   (including the acceleration of claims by operation of law)), the   Prepayment Premium applicable with respect to a voluntary   prepayment of the Loans will also be due and payable on the date of   such acceleration or such other prior due date as though the Loans   were voluntarily prepaid as of such date and shall constitute part of   the Obligations, in view of the impracticability and extreme   difficulty of ascertaining actual damages and by mutual agreement   of the parties as to a reasonable calculation of each Lender’s loss as   a result thereof.  Any premium payable above shall be presumed to   be the liquidated damages sustained by each Lender and the   Borrower agrees that it is reasonable under the circumstances   currently existing.  THE BORROWER EXPRESSLY WAIVES   (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO)   THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE   OR LAW THAT PROHIBITS OR MAY PROHIBIT THE   COLLECTION OF THE PREPAYMENT PREMIUM IN   CONNECTION WITH ANY SUCH ACCELERATION. The   Borrower expressly agrees (to the fullest extent it may lawfully do                           9 





 






                     so) that: (A) the Prepayment Premium is reasonable and is the               product of an arm’s length transaction between sophisticated               business people, ably represented by counsel; (B) the Prepayment               Premium shall be payable notwithstanding the then prevailing               market rates at the time payment is made; (C) there has been a course               of conduct between the Lenders and the Borrower giving specific               consideration in this transaction for such agreement to pay the               Prepayment Premium; and (D) the Borrower shall be estopped               hereafter from claiming differently than as agreed to in this               paragraph.”                      (m)   Section 2.12(b) of the Credit Agreement shall be restated in its   entirety as follows:                      “(b)  Application of Mandatory Prepayments by Type of               Loans.  Any amount required to be paid pursuant to Sections 2.10(a)               through 2.10(g) shall be applied on a pro rata basis to the remaining              scheduled amortization Installments of principal of the Loans              (including the final payment).  Notwithstanding the foregoing, any              amount required to be paid pursuant to Section 2.10(c) shall be              applied to the remaining scheduled amortization Installments of              principal of the Loans (including the final payment) in inverse order              of maturity.”                      (n)   Section 6.1(i) of the Credit Agreement shall be restated in its entirety  as follows:                           “(i)  (x) Attributable Indebtedness with respect to              Permitted Leaseback Transactions, and (y) Indebtedness of the              Borrower or its Subsidiaries with respect to Capital Lease              obligations and purchase money obligations in an aggregate amount              not to exceed the greater of $30,000,000 and 29.0% of Consolidated              EBITDA as of the most recently ended Measurement Period;              provided that any such Indebtedness (i) is issued and any Liens              securing such Indebtedness are created within 180 days after the              acquisition, construction, lease or improvement of the asset              financed, and (ii) shall be secured only by the asset acquired in              connection with the incurrence of such Indebtedness;”                     (o)   Section 6.7 of the Credit Agreement shall be restated in its entirety  as follows:                “6.7  Financial Covenant.  The Total Net Leverage Ratio as of the last day of  any Fiscal Quarter (commencing with the Fiscal Quarter ending September 29, 2018) shall not  exceed the corresponding ratio set forth below:                                        10 





 






                                                    Fiscal Quarter      Total Net                         Ending         Leverage Ratio                    September 29, 2018   8.25 to 1.00                    December 29, 2018    6.75 to 1.00                      March 30, 2019     8.00 to 1.00                       June 29, 2019     8.25 to 1.00                    September 28, 2019   7.50 to 1.00                    December 28, 2019    6.25 to 1.00                      March 28, 2020     6.25 to 1.00                       June 27, 2020     6.50 to 1.00                    September 26, 2020   6.00 to 1.00                      January 2, 2021    5.25 to 1.00                       April 3, 2021     5.00 to 1.00                       July 3, 2021      4.75 to 1.00                      October 2, 2021    4.50 to 1.00                      January 1, 2022    4.25 to 1.00                       April 2, 2022     4.00 to 1.00                       July 2, 2022      3.75 to 1.00                        Thereafter       3.50 to 1.00                (p)   Section 6.8(e) of the Credit Agreement shall be restated in its  entirety as follows:                “(e) Dispositions of the Specified Properties, so long as        (i) the consideration received for such assets shall be (A) in an        amount at least equal to the Fair Market Value thereof and (B) paid        solely in Cash, and (ii) if such sale occurs after the Third        Amendment Effective Date, not later than two (2) Business Days        after receipt thereof, the Net Asset Sale Proceeds thereof shall be        applied to prepay the Loans pursuant to Section 2.10(c);”               (q)   Section 6.8(g) of the Credit Agreement shall be restated in its  entirety as follows:                     “(g)  Other Leaseback Transactions, so long as (A)        no Event of Default shall have occurred and be continuing, or would        result therefrom, (B) the consideration received therefor shall be (i)        in an amount at least equal to the Fair Market Value thereof        (determined in good faith by the Board of Directors of the Borrower                                 11 





 






                  (or similar governing body)) and (ii) paid solely in Cash, and (C) not              later than two (2) Business Days after receipt thereof, the Net Asset              Sale Proceeds thereof shall be applied to prepay the Loans to the             extent required pursuant to Section 2.10(c); and”                    (r)   Section 6.8(h) of the Credit Agreement shall be restated in its       entirety as follows:                          “(h)  the 2019 Leaseback Transactions made prior             to the Third Amendment Effective Date, so long as (A) no Event of             Default shall have occurred and be continuing, or would result             therefrom, and after giving effect to such transaction, the Borrower             shall be in Pro Forma Compliance (determined in accordance with             Section 1.4(d)) with Section 6.7 of the Credit Agreement for the             Measurement Period most recently ended, (B) such 2019 Leaseback             Transactions shall be completed within (x) six (6) months after the             Second Amendment Effective Date in the case of any Initial             Leaseback Property, provided that if the Borrower has entered into              a binding contract for the sale and leaseback of such Initial              Leaseback Property within six (6) months after the Second              Amendment Effective Date, the period specified in this sub-clause              (x) to consummate such 2019 Leaseback Transaction shall be              extended to nine (9) months after the Second Amendment Effective              Date, or (y) nine months of the Second Amendment Effective Date              in the case of any Other Leaseback Property, (C) the aggregate Fair              Market Value of all such properties sold in such 2019 Leaseback              Transactions does not exceed $50,000,000 and the consideration              received therefor shall be (i) in an amount at least equal to the Fair              Market Value thereof (determined in good faith by the Board of              Directors of the Borrower (or similar governing body)) and (ii) paid              solely in Cash, and (D) not later than two (2) Business Days after              receipt of the Net Asset Sale Proceeds of the 2019 Leaseback              Transactions, the Borrower shall apply the proceeds as required by              Section 2.10(c).”                      (s)   Section 6.8 of the Credit Agreement shall be amended by deleting  the following paragraph at the end thereof:                     “Notwithstanding the foregoing provisions of this Section 6.8 or the              provisions of Section 6.10 to the contrary, the 2019 Leaseback Transactions shall              be permitted to made under Section 6.8(h) but not any other clause of this              Section 6.8 or Section 6.10.”                     (t)   Section 6.10 of the Credit Agreement shall be restated in its entirety  as follows:                                         12 





 






                                 ““6.10 [Reserved].”                     (u)   Section 8.3(d) of the Credit Agreement shall be restated in its  entirety as follows:                       “(d) During the term of this Agreement, the Borrower              may not exercise the cure right set forth in this Section 8.3 (x) in              connection with any Event of Default in respect of Section 6.7 as of              the end of the Fiscal Quarter ending December 28, 2019 or (y) more              than three (3) times in the aggregate.”                Section 3.  Representations and Warranties.  Each Credit Party represents and   warrants to each Agent and the Lenders that, after giving effect to this Agreement, (a) the   representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the   other Credit Documents, are true and complete in all material respects on the date hereof as if made   on and as of the date hereof (or, if any such representation or warranty is expressly stated to have   been made as of a specific date, such representation or warranty shall be true and correct as of such   specific date), and as if each reference in said Section 4 to “this Agreement” included reference to   the Credit Agreement  after giving effect to this Agreement and (b) no Default or Event of Default   has occurred and is continuing as of the date hereof.                Section 4.  Conditions Precedent.  The amendments set forth in Section 2   hereof shall each become effective, as of the date hereof (the “Third Amendment Effective Date”),   upon satisfaction of the following conditions:                      (a)   Execution.  The Administrative Agent shall have received        counterparts of (i) this Agreement executed by the Borrower, the Guarantors party to the        Credit Agreement and Lenders party to the Credit Agreement constituting the Requisite        Lenders and (ii) the Third Amendment Fee Letter executed by the Borrower.                      (b)   Corporate Authorizations.  The Administrative Agent shall have        received the following, in form and substance reasonably satisfactory to the Administrative        Agent resolutions of the board of directors or similar governing body of the Borrower        approving and authorizing the execution, delivery and performance of the Agreement as of        the date hereof, certified as of the date hereof by its secretary or an assistant secretary as        being in full force and effect without modification or amendment.                       (c)   Amendment Fee.  The Administrative Agent, for the account of each        Lender, shall have received the amendment fee specified in the Third Amendment Fee        Letter.                      (d)   Expenses.  The Borrower shall have paid all reasonable and        documented out-of-pocket fees, charges and disbursements due and payable under the        Credit Documents on or prior to the date hereof, including all reasonable and documented        out-of-pocket fees, charges and disbursements of Administrative Agent and counsel to        Administrative Agent.                                       13 





 






                  Section 5.  No Novation or Mutual Departure.  The Borrower expressly  acknowledges and agrees that there has not been, and this Agreement does not constitute or  establish, a novation with respect to the Credit Agreement or any other Credit Document, or a  mutual departure from the strict terms, provisions, and conditions thereof, other than with respect  to the amendments contained in Section 2 hereof.                Section 6.  Confirmation.  Each Credit Party (a) confirms its obligations under  the Collateral Documents, (b) confirms that its Obligations under the Credit Agreement as  modified hereby are entitled to the benefits of the pledges set forth in the Collateral Documents,  (c) confirms that its Obligations under the Credit Agreement as modified hereby constitute  “Secured Obligations” (as defined in the Collateral Documents) and (d) agrees that the Credit  Agreement as modified hereby is the Credit Agreement under and for all purposes of the Collateral  Documents.  Each party, by its execution of this Agreement, hereby confirms that the Secured  Obligations shall remain in full force and effect, and such Secured Obligations shall continue to  be entitled to the benefits of the grant set forth in the Collateral Documents. Each Guarantor (a)  confirms its Guaranteed Obligations under the Credit Agreement, (b) confirms that the Guaranteed  Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the  guarantee set forth in Section 7 of the Credit Agreement and (c) confirms that the Obligations  under the Credit Agreement as modified hereby constitute “Guaranteed Obligations”.  Each Credit  Party, by its execution of this Agreement, hereby confirms that the Guaranteed Obligations shall  remain in full force and effect.                 Section 7.  Miscellaneous.                       (a)   This Agreement shall be limited as written and nothing herein shall       be deemed to constitute an amendment or waiver of any other term, provision or condition       of any of the Credit Documents in any other instance than as expressly set forth herein or       prejudice any right or remedy that any Lender or any Agent may now have or may in the       future have under any of the Credit Documents.  Except as herein provided, the Credit       Agreement shall remain unchanged and in full force and effect.  This Agreement, the Credit       Agreement and the other Credit Documents constitute the entire agreement among the       parties with respect to the subject matter hereof and thereof and supersede all other prior       agreements and understandings, both written and verbal, among the parties or any of them       with respect to the subject matter hereof.  This Agreement may be executed in any number       of counterparts, all of which taken together shall constitute one and the same amendatory       instrument and any of the parties hereto may execute this Agreement by signing any such       counterpart.  Delivery of a counterpart by electronic transmission shall be effective as       delivery of a manually executed counterpart hereof.                     (b)   THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS       OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY       CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE       SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO       POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE       CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE       STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES                                      14 





 






                                THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER  THAN THE LAW OF THE STATE OF NEW YORK.                (c)   Each of the undersigned Lenders, by its execution hereof, authorizes  and directs the Administrative Agent to execute and deliver this Agreement upon the  satisfaction of the conditions precedent described above (which shall be conclusively  evidenced by such Lender’s execution hereof).                (d)   Each of the undersigned Lenders confirms the authority of the  Administrative Agent and Collateral Agent to, and the Administrative Agent and Collateral  Agent each agrees to, in each case without further written consent or authorization from any  Secured Party, execute any documents or instruments necessary to release any Lien  encumbering any item of Collateral that is the subject of a Permitted Leaseback Transaction  permitted under the Credit Agreement (as amended hereby).                                     [Signature pages follow]                                                                       15 





 






                  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  duly executed and delivered as of the day and year first above written.     BORROWER:                      BLUELINX HOLDINGS INC.                                    By:     /s/ Mitchell B. Lewis                                                Name:  Mitchell B. Lewis                                         Title:  President and Chief Executive Officer                                      S-1 





 






                                      GUARANTORS:                    CEDAR CREEK HOLDINGS, INC.                                   By:     /s/ Mitchell B. Lewis                                              Name:  Mitchell B. Lewis                                       Title:  President and Chief Executive Officer                                  BLUELINX CORPORATION                                   By:     /s/ Mitchell B. Lewis                                              Name:  Mitchell B. Lewis                                       Title:  President and Chief Executive Officer                                  BLUELINX FLORIDA HOLDINGS NO.1 INC.                                 BLUELINX FLORIDA HOLDINGS N O. 2 INC.                                 CEDAR CREEK LLC                                 CEDAR CREEK CORP.                                 ASTRO BUILDINGS INC.                                 LAKE STATES LUMBER, INC.                                 VENTURE DEVELOPMENT &                                 CONSTRUCTION, LLC                                   By:     /s/ Mitchell B. Lewis                                              Name:  Mitchell B. Lewis                                       Title:  President and Chief Executive Officer                                  BLUELINX FLORIDA LP                                  By:   BlueLinx Florida Holdings No. 2 Inc.,                                       its General Partner                                   By:     /s/ Mitchell B. Lewis                                              Name:  Mitchell B. Lewis                                       Title:  President and Chief Executive Officer                                    S-2                    





 






                                      ABP AL (MIDFIELD) LLC  ABP CO II (DENVER) LLC  ABP FL (LAKE CITY) LLC  ABP FL (PENSACOLA) LLC  ABP FL (YULEE) LLC  ABP IA (DES MOINES) LLC  ABP IL (UNIVERSITY PARK) LLC  ABP IN (ELKHART) LLC  ABP KY (INDEPENDENCE) LLC  ABP LA (NEW ORLEANS) LLC  ABP ME (PORTLAND) LLC  ABP MI (GRAND RAPIDS) LLC  ABP MN (MAPLE GROVE) LLC  ABP MO (KANSAS CITY) LLC  ABP MO (SPRINGFIELD) LLC  ABP MO (BRIDGETON) LLC  ABP MO (KANSAS CITY) LLC  ABP NC (CHARLOTTE) LLC  ABP NJ (DENVILLE) LLC  ABP NY (YAPHANK) LLC  ABP OH (TALMADGE) LLC  ABP OK (TULSA) LLC  ABP PA (STANTON) LLC  ABP SC (CHARLESTON) LLC  ABP TN (ERWIN) LLC  ABP TN (MEMPHIS) LLC  ABP TN (MADISON) LLC  ABP TX (EL PASO) LLC  ABP TX (HOUSTON) LLC  ABP TX (LUBBOCK) LLC  ABP TX (SAN ANTONIO) LLC  ABP VA (RICHMOND) LLC  ABP VT (SHELBURNE) LLC   By:   BlueLinx Holdings Inc., as Sole Manager    By:     /s/ Mitchell B. Lewis               Name:  Mitchell B. Lewis        Title:  President and Chief Executive Officer     S-3                    





 






                                      ADMINISTRATIVE AGENT:          HPS INVESTMENT PARTNERS, LLC, as                                 Administrative Agent                                   By:     /s/ Vikas Keswani                                                  Name: Vikas Keswani                                       Title: Managing Director                                    S-4                    





 






                                      REQUISITE LENDERS:             SPECIALTY LOAN FUND 2016, L.P., as Lender                                  By:   HPS Investment Partners, LLC, its                                        Investment Manager                                   By:     /s/ Vikas Keswani                                                  Name: Vikas Keswani                                       Title: Managing Director                                    S-5                    





 






                                      SPECIALTY LOAN ONTARIO FUND 2016,  L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-6                    





 






                                      SPECIALTY LOAN FUND 2016-L, L.P., as  Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-7                    





 






                                      SLF 2016 INSTITUTIONAL HOLDINGS, L.P.,  as Lender   By:   HPS Investment Partners, LLC, its Service         Provider    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-8                    





 






                                      MORENO STREET DIRECT LENDING FUND,  L.P., as Lender   By:   PS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-9                    





 






                                      SPECIALTY LOAN VG FUND, L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-10                    





 






                                      NDT SENIOR LOAN FUND, L.P., as Lender   By:   HPS Investment Partners, LLC, its        Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-11                    





 






                                      AIGUILLES ROUGES SECTOR B  INVESTMENT FUND, L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-12                    





 






                                      FALCON CREDIT FUND, L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager     By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-13                    





 






                                      RELIANCE STANDARD LIFE INSURANCE  COMPANY, as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-14                    





 






                                      TMD-DL HOLDING, LLC, as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-15                    





 






                                      TOKIO MILLENNIUM RE AG, L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-16                    





 






                                      SPECIALTY LOAN FUND – CX – 2, L.P., as  Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-17                    





 






                                      CACTUS DIRECT LENDING FUND, L.P., as  Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-18                    





 






                                      PRIVATE LOAN OPPORTUNITIES FUND,  L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-19                    





 






                                      RED CEDAR FUND 2016, L.P., as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-20                    





 






                                      PACIFIC INDEMNITY COMPANY, as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director     S-21                    





 






                                      AXA EQUITABLE LIFE INSURANCE  COMPANY, as Lender   By:   HPS Investment Partners, LLC, its         Investment Manager    By:     /s/ Vikas Keswani                   Name: Vikas Keswani        Title: Managing Director                        S-22