EX-10.1 LETTER AGREEMENT DATED DECEMBER 18, 2006



 





Exhibit 10.1



*CONFIDENTIAL
PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




	 	 	 
	
	 	Georgia-Pacific Corporation
	 
	 	133 Peachtree Street NE (30303-1847)
	 
	 	P.O. Box 105605
	 
	 	Atlanta, Georgia 30348-5605
	 
	 	(404) 652-4000
	 
	 	 
	December 18, 2006
	 	www.gp.com
	 
	 
	 	Mike Rehwinkel
	 
	 	President Wood Products






George Judd

BlueLinx Corporation

4300 Wildwood Parkway

Atlanta, Georgia 30339





			
	Re:	 	Letter Agreement relating to the Master Purchase, Supply and Distribution
Agreement between Georgia-Pacific Corporation (“Seller”) and BlueLinx Corporation
(“Buyer”) dated May 7, 2004 (the “Master Agreement”)





Dear George,




     This letter is intended to confirm the agreement among Seller and Buyer regarding GP Weekly
Panel pricing and certain related amendments to the Pricing Schedule in Exhibit E of the Master
Agreement (“Pricing Schedule”). Unless defined herein, capitalized terms have the meanings set
forth in the Master Agreement.



Background




     Seller produces various types of products, including plywood, and utilizes Buyer as a primary
Distributor pursuant to the terms of the Master Agreement. Seller announced that it intended to
substitute the GP Weekly Panel pricing for [*] pricing for all sales of plywood to its customers
beginning December 4, 2006. In regard to plywood, the GP Weekly Panel price is the base price used
to determine Seller’s sales price, before applying applicable allowances, discounts and protections
under the Master Agreement. In response to Seller’s announcement, the parties began discussing the
potential ramifications such change may have on the important business relationship between Buyer
and Seller and what changes may be appropriate to the Master Agreement. Buyer formally objected to
the Weekly Panel pricing announcement by letter to Mike Rehwinkel from Steve Macadam, Chief
Executive Officer of BlueLinx Holdings, Inc., dated November 16, 2006, and the parties entered into
negotiations. Such negotiations have continued until the parties reached agreement on the matters
described in this Letter Agreement.



Agreement




     Effective for all shipments of plywood on or after December 30, 2006, the terms of Exhibit E
under the Master Agreement shall be amended solely as follows:



 









 




*CONFIDENTIAL
PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.





	1.	 	GP Weekly Panel Price as Basis: The GP Weekly Panel pricing will replace the [*]
pricing for plywood as the base price used for applying all applicable formulas and elements
in the Pricing Schedule, as amended, in Exhibit E of the Master Agreement. The GP Weekly
Panel pricing shall be provided to Buyer on [*] for material shipping [*].
	 
	2.	 	[*]: For the first calendar quarter of 2007 (January, February and March), the Pricing
Schedule will be amended by discontinuing all payments pursuant to pricing elements 4 [*] and
5 [*] in the Pricing Schedule. In lieu of those payments, Seller shall pay to Buyer a [*] of
[*].
	 
	3.	 	[*]. Pricing element 3 [*] in the Pricing Schedule shall be amended as described in the
attached Schedule A to this Letter Agreement. To the extent not specifically amended in
Schedule A attached hereto, all other elements of Pricing element 3 [*] shall continue in full
force and effect.
	 
	4.	 	Forecasts. Buyer agrees to provide Seller with rolling [*] firm purchase orders for
plywood products and to otherwise cooperate in good faith with Seller to assist Seller with
production scheduling.
	 
	5.	 	Purchase Commitments. [*] and requirements under Exhibit E, effective January 1,
2007. However, to the extent that Buyer contracts with a customer [*] and that customer
purchases such volume, Buyer shall purchase the plywood [*].
	 
	6.	 	[*]: The parties agree that either party may, [*], request that the terms of this Letter
Agreement be reviewed and further negotiated. The parties shall meet and negotiate in good
faith to reach agreement on revised terms acceptable to both parties. The terms of this
Letter Agreement shall continue unless and until the parties reach a mutually agreeable
modification. [*].
	 
	7.	 	Effective Changes. Except as modified hereby, the terms of the Master Agreement and
Exhibit E shall continue in full force and effect.




 









 










*CONFIDENTIAL
PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




     This Letter Agreement accurately describes the whole agreement between the parties relating
to the amendment of the Pricing Schedule and there are no agreements between the parties
relating to those amendments except as expressly set forth in this Letter Agreement. Each
individual signing below represents that they are authorized to bind their respective companies
in all matters discussed in this Letter Agreement.



	 	 	 	 	 	 	 
	Georgia-Pacific Corporation

	 	 	 	BlueLinx Corporation	 	 
	(Seller)

	 	 	 	(Buyer)	 	 
	 
	 	 	 	 	 	 
	/s/ Mike Rehwinkel

	 	 	 	/s/ George Judd	 	 
	 

	 	 	 	 	 	 
	Mike Rehwinkel

	 	 	 	George Judd	 	 
	President, Wood Products

	 	 	 	President	 	 
	Date signed: 12/18/2006

	 	 	 	Date Signed: 12/18/2006	 	 






 









 





*CONFIDENTIAL
PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




Schedule A




[*] Schedule




[*]