Exhibit 10.3


 


Execution Copy


 


MASTER PURCHASE,
SUPPLY AND DISTRIBUTION AGREEMENT


 


THIS MASTER PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT (this “Master Agreement”)
is made and entered into as of this 7th day of May, 2004 (the “Effective Date”)
by and between GEORGIA-PACIFIC CORPORATION, a Georgia corporation (“Seller”), and
BLUELINX CORPORATION, a Georgia corporation (“Buyer”).


 


BACKGROUND


 


Seller and Buyer
have entered into an Asset Purchase Agreement (the “APA”) pursuant to which Seller
and Buyer provide for the sale to Buyer of the Acquired Assets (as defined in the
APA) and the assumption by Buyer of the Assumed Liabilities (as defined in the APA)
upon the terms and subject to the conditions set forth in the APA.  Capitalized terms used herein and not otherwise
defined herein shall have the meaning given to them in the APA.


 


Subject to the
terms and conditions contained in this Master Agreement and the applicable Exhibit
(as hereinafter defined) attached hereto, Seller desires to supply to Buyer, and
Buyer desires to purchase and receive from Seller, the Products (as hereinafter
defined) for marketing, distribution and sale by Buyer upon the terms and conditions
set forth in this Master Agreement and the applicable Exhibit hereto.


 


NOW, THEREFORE,
FOR AND IN CONSIDERATION of the mutual promises, covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


ARTICLE 1



DEFINITIONS


 


The following words,
terms and phrases, when used herein, shall have the following respective meanings:


 


1.1           “Exhibit”
shall mean Exhibit A, Exhibit B, Exhibit C, Exhibit D or Exhibit E to this Master
Agreement, as applicable.


 


1.2           “Intellectual
Property” means (i) copyrights and any other rights to any form or medium of expression;
(ii) Seller Trade Secrets, privacy rights and any other protection for confidential
information or ideas; (iii) patents and patent applications; (iv) any items, information
or theories which are protectable or registrable under any copyright, patent, trade
secret, confidentiality or other similar laws; (v) trademarks, service marks, trade-dress
and trade names; and (vi) any other similar rights or interests recognized by applicable
law; in each case associated with or of the Products but not including any of the
foregoing to the extent developed or created by or for Buyer or embodied in any
work product developed or created by or for


 





















 


Buyer (including, without limitation, any trademarks and service marks of
Buyer used or held for use in connection with the sale or distribution of Products
as permitted pursuant to the terms of this Master Agreement).


 


1.3           “Laws”
shall mean and include all United States and Canadian federal, provincial, state
and local laws, statutes, codes, rules, regulations, ordinances, administrative
rules and orders in effect from time to time, including, without limitation, any
environmental or other laws relating to health and safety.


 


1.4           “Products”
shall have the meaning given to such term in Exhibit A, Exhibit B, Exhibit C, Exhibit
D or Exhibit E, as applicable.


 


1.5           “Product
Literature” means all specifications, performance, and promotional claims, advertising
materials, instructions for installation and use, other product literature, building
code evaluation reports, other test reports, Material Safety Data Sheets (“MSDS”),
and published warranties authorized by Seller for each Product.


 


1.6           “Seller
Proprietary Information” means any and all of Seller’s knowledge, data or information,
including Seller Trade Secrets (i) concerning the design, specifications or other
characteristics of the Products, except that which Seller has distributed or hereafter
approves for distribution to the public and the Products themselves; (ii) which
is contained in any material or information provided by Seller for use only by Seller
and its distributors, or is marked by Seller as being confidential or proprietary;
(iii) regarding the prices and terms of payment paid by or warranties or guarantees
extended to any customer (other than Buyer) for any Product, except that which Seller
approves for distribution to the public; and/or (iv) lists of Seller’s prospective
customers for the purchase of Products.  Upon
any expiration or termination of this Master Agreement, Buyer and Seller acknowledge
and agree that Seller’s customer lists shall no longer be considered to be a part
of the Seller Proprietary Information.  For
the avoidance of doubt, the term “Seller Proprietary Information” does not include
(a) any of the Acquired Assets; or (b) (A) information already in the public domain,
or that comes into the public domain through no wrongful act of Buyer; (B) information
made available to Buyer from third parties who are not under obligation of confidentiality
with respect to such information; (C) information that the Buyer can demonstrate
was already in Buyer’s possession and not subject to an obligation of confidentiality;
and (D) information that Buyer can demonstrate was independently developed by employees
of Buyer without reference to the Seller Proprietary Information.  Notwithstanding anything to the contrary, Buyer
may disclose Seller Proprietary Information pursuant to the requirements of a governmental
agency, court order, discovery request in litigation or otherwise where under legal
or regulatory compulsion, provided that, to the extent permissible, it gives
Seller reasonable advance notice of such required disclosure sufficient to contest
such requirement of disclosure or seek a protective order or other appropriate remedy.


 


1.7           “Territory”
shall mean the United States and Canada.


 


1.8           “Seller
Trade Secret” means any information of Seller, without regard to form, including,
but not limited to, technical or non-technical data, a formula, a pattern, a compilation,
a program, a device, a method, a technique, a drawing, a process, financial data,


 


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financial plans, product plans, which (A) derives economic value, actual
or potential, from not being generally known to and not being readily ascertainable
by proper means by other persons who can obtain economic value from its disclosure
or use and (B) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy.  Trade Secrets specifically
include all inventions, discoveries and improvements described in Section 11.3 and
any information described herein which Seller obtains from a third party which Seller
treats as proprietary or designates as trade secrets, whether or not owned or developed
by Seller.  For the avoidance of doubt, the
term “Seller Trade Secrets” does not include any of the Acquired Assets.


 


ARTICLE 2



INCORPORATION OF MASTER AGREEMENT AND EXHIBITS


 


Buyer and Seller
acknowledge and agree that the terms and conditions set forth in this Master Agreement
are hereby incorporated into each of the Exhibits attached hereto.  This Master Agreement, together with each Exhibit
attached hereto, evidences and documents the terms of a fully integrated and binding
agreement between Buyer and the applicable Seller regarding the sale and purchase
of the Products identified in each Exhibit. 
Each Exhibit shall be subject to all of the terms and conditions of this
Master Agreement.  If there is any inconsistency
between the provisions of this Master Agreement and the applicable Exhibit, the
provisions of the Exhibit will prevail.


 


ARTICLE 3



BASIC RELATIONSHIP


 


3.1           Appointment.  Subject to this Master Agreement and the applicable
Exhibits, Seller hereby appoints Buyer as a distributor of the Products within the
Territory.  Seller acknowledges and agrees
that Buyer shall also have the right to distribute the Products in Mexico, the islands
in the Caribbean Sea and in such other locations or territories outside of the Territory
as the parties may mutually agree.  Buyer
hereby accepts Seller’s appointment as a distributor of the Products, subject to
this Master Agreement and the applicable Exhibits.  Except as set forth in Section 5.4 hereof and
the applicable Exhibits, Buyer’s source of compensation for the promotion, marketing
and sale of Products sold by it shall be any revenues generated by Buyer through
such activities.  Except as may be agreed
to by Buyer and Seller or as set forth in an Exhibit, Seller shall not be required
to pay Buyer for any such activities.


 


3.2           Marketing
and Promotion.  The applicable Exhibits
attached hereto describe the duties and responsibilities of Buyer for advertising,
marketing and promoting the applicable Products and describe the promotional programs
that Seller will offer Buyer with respect to the Products.  From time to time, Seller and Buyer may implement
joint advertising, marketing and/or promotional programs with respect to the Products.  The parties will confer and cooperate with respect
to the design, development and implementation of such advertising, marketing and/or
promotional programs.


 


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ARTICLE 4



SUPPLY


 


4.1           Purchase
and Supply.  Seller shall supply the Products
to Buyer and Buyer shall purchase the Products from Seller in accordance with the
terms of this Master Agreement and the applicable Exhibits.  In the event Buyer fails or refuses to purchase
any Products that Buyer is obligated or otherwise required to purchase pursuant
to this Master Agreement and the Exhibits hereto (such Products being “Rejected
Products”), then, notwithstanding anything to the contrary in this Master Agreement
or any applicable Exhibit hereto (including, without limitation, any exclusivity
provisions), Seller shall have the right to sell such Rejected Products to any third
party purchaser at a price to be negotiated between Seller and such third party
purchaser.


 


4.2           Warranties.  Each Product shall be subject to and covered by
the warranty applicable to such Product, if any, as the same may be revised, amended
or supplemented from time to time by Seller upon sixty (60) days prior written notice
to Buyer (each a “Product Warranty”).  If
Seller modifies any Product Warranty and Buyer reasonably believes such modification
materially and adversely affects its ability to distribute the related Product,
then Buyer may terminate its purchase commitment for such Product.  A copy of each Product Warranty is attached to
the Exhibit applicable to the Product to which the Product Warranty pertains.  THE PRODUCT
WARRANTIES AND THE WARRANTIES IN SECTION 4.3 AND SECTION 4.4 OF THIS MASTER AGREEMENT
ARE SELLER’S SOLE WARRANTIES RESPECTING THE PRODUCTS AND ARE MADE EXPRESSLY IN LIEU
OF AND EXCLUDE ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE OR APPLICATION OR NONINFRINGEMENT OF PATENTS AND ALL OTHER EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES PROVIDED BY STATUTE OR COMMON LAW.


 


4.3           Compliance
with Laws.  Seller warrants that each
Product shall be free and clear of all liens and encumbrances.  Seller warrants that each Product shall be manufactured,
packaged, tagged and labeled in material compliance with, and all Product Literature
shall be complete, accurate and materially comply with, all applicable Laws.  Seller shall identify in an MSDS or other written
statement all hazardous or toxic substances (as those terms are defined in any applicable
Laws) contained in any Product, to the extent required by applicable Laws.  With the exception of such hazardous or toxic
substances so identified, Seller warrants that at the time of delivery by Seller
to Buyer each Product shall contain no hazardous or toxic substances.  Seller shall be solely responsible for any recall,
replacement or repair of any Product ordered by any governmental authority or court,
and shall defend and indemnify and hold Buyer harmless against any liability or
expense in accordance with Section 9.2.


 


4.4           Manufacturing
Rights.  Seller warrants that it has the
right to manufacture the Products and sell the Products to Buyer and to grant the
rights that are granted to Buyer in this Master Agreement.  Seller also warrants that the Products, as delivered
to Buyer pursuant to this Master Agreement, shall not infringe any domestic or foreign
patent, copyright, trade secret, trademark, service mark or other intellectual property
right of any third party, and Seller shall


 


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defend, indemnify and hold Buyer harmless against
any and all liability, losses, costs and expenses related thereto in accordance
with Section 9.2 hereof.


 


ARTICLE 5



ORDERS AND SALES


 


5.1           Forecasts.  As soon as reasonably practicable following the
Effective Date, Buyer and Seller shall meet to discuss and develop in good faith
a twelve (12) month forecast of Buyer’s expected requirements for the Products for
the twelve (12) months beginning on the first day of the first month after the Effective
Date (the “Forecast Date”).  Thereafter, at
least thirty (30) days prior to each anniversary of the Forecast Date, Buyer and
Seller shall meet to discuss, and develop in good faith a twelve (12) month forecast
of Buyer’s expected requirements for the Products for the twelve (12) months following
such anniversary of the Forecast Date.


 


5.2           Purchase
Orders.  Unless otherwise mutually agreed
by Buyer and Seller, purchase orders shall be transmitted between Buyer and Seller
on a Product by Product basis in a manner consistent with the manner in which purchase
orders have been transmitted between Seller and the Business as of the Effective
Date.  Without limiting the foregoing, Buyer
and Seller acknowledge and agree that purchase orders may be transmitted via electronic
data interchange integrating Buyer and Seller, via e-mail or via any other form
of electronic transmission acceptable to both Buyer and Seller, in a manner consistent
with the manner in which purchase orders have been transmitted between Seller and
the Business as of the Effective Date.


 


5.3           Invoicing,
Prices and Terms of Payment.


 


(a)           Seller
shall invoice Buyer for the price of the Products sold at the time of the shipment
of such Products.  The prices to be paid for
the Products by Buyer to Seller shall be as set forth in or determined in accordance
with the applicable Exhibit.  On or before
the*** day of each month, Buyer agrees to pay all invoices received with respect
to shipments of Products made through the end of the previous*** (the “Current Invoices”).  In the event Seller receives from Buyer payment
of the full amount set forth in the Current Invoices on or before the*** of each
month, then a***  discount shall apply to
the purchase price for such Products set forth in such Current Invoices.  Payments not received by Seller with respect to
the Current Invoices on the*** day of each month in accordance with this Section
5.3 shall be deemed to be late, and the full amount set forth in the Current Invoices
shall be due and payable on the*** day of each month.


 


(b)           Notwithstanding
subsection (a) of this Section 5.3, Buyer and Seller acknowledge and agree that
Buyer’s first payment to Seller following the Effective Date shall not be due until***
days following the Effective Date.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act of 1933, as Amended (the “Securities Act”).


 


5





















 


5.4           Rebates.  Any rebates offered by Seller to Buyer for the
purchase of a specified quantity of a Product or Products shall be as set forth
in the applicable Exhibit.


 


5.5           Failure
to Pay.  If any event or series of events
occurs which, in the reasonable opinion of Buyer, is or is reasonably likely to
cause Buyer to be more than*** days late in making payment to Seller with respect
to any Current Invoices, Buyer agrees*** thereof to Seller and the*** with respect
to the same.  Notwithstanding anything to
the contrary set forth herein, if Buyer is more than*** days late in making payment
to Seller with respect to any Current Invoices, Seller shall have the right to***
of Products to Buyer and to require Buyer to either*** of Products or to*** shipped
to Buyer upon delivery.


 


5.6           Taxes
and Export/Import Compliance.  Buyer shall
be responsible for:  (a) paying any and all
license fees, taxes, duties, excises or charges levied or imposed by any governmental
authority with respect to any of (i) the sale or purchase of the Products by it,
(ii) the export of the Products from the United States, (iii) the import of the
Products into the Territory, or (iv) the passage of the Products through any other
country in route to the Territory, including without limitation all fines or penalties
imposed by reason of Buyer’s failure to timely or properly pay any such taxes or
duties; and (b) complying with the export, import and other applicable laws, regulations,
rules, orders, requirements and governmental requests of the United States, Canada
and any other country that may have jurisdiction over the Products in route to the
Territory.  Buyer shall secure any and all
licenses and permits necessary or appropriate for such compliance and shall pay
any and all duties, fees, taxes and other charges associated therewith.  Buyer and Seller shall cooperate with one another
in good faith so as to minimize any sales and use taxes imposed by any state or
local governmental authority including, without limitation, the prompt execution
and delivery of any necessary exemption certificates required to reduce or claim
complete exemption from any tax.


 


ARTICLE 6



DELIVERY, DEFECTS AND WARRANTY CLAIMS


 


6.1           Delivery.  Seller shall use all commercially reasonable efforts
to complete delivery of Products on or before any delivery date specified in each
accepted purchase order; provided, however, that Seller does not guarantee,
and shall not be under any obligation, to complete delivery at any such time.  Unless otherwise agreed to by the parties, specified
in an applicable Exhibit or specified in the terms of a purchase order, all of the
prices for the Products are on an f.o.b.Seller’s manufacturing facility basis, and
Seller shall arrange for the freight, transportation and shipping of the Products
and (i) in the case of the Products set forth on Exhibit E,*** for the actual***
or the*** day truck*** (recalculated every*** days) in effect for the applicable
geographic region plus any applicable***; (ii) in the case of the Products set forth
on Exhibit A, Exhibit B and Exhibit C,*** for the*** plus any applicable*** ; and
(iii) in the case of the Products set forth on Exhibit D,*** for a transportation***
mutually agreed upon by Buyer and Seller.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


6





















 


6.2           Title
and Risk of Loss.  Title to and the risk
of loss for Products shall pass from Seller to Buyer at the time of shipment of
the Products to Buyer.  Buyer shall be fully
responsible for the Products upon and after passage of risk of loss, and shall bear
all risk of loss thereof thereafter.  Seller
shall have no obligation to provide for any insurance on the Products thereafter.


 


6.3           Notification
of Defects.  Buyer shall promptly inspect
the Products for obvious defects or lack of conformity with the applicable Product
Warranty and the warranties set forth in Section 4.3 hereof (the “Seller’s Warranties”)
and shall notify Seller in writing as soon as reasonably practicable after discovery
of any Products which do not conform to the Seller’s Warranties.  Failure to so inspect or to detect any Product
defect or lack of conformity shall not in any way limit or diminish Buyer’s and
its successors’ and assigns’ remedies against Seller with respect to any such defect,
lack of conformity or otherwise.


 


6.4           Warranty
Claims.  Except as otherwise set forth
in the Exhibits, Seller shall be responsible for handling any claims associated
with Products sold to Buyer under this Agreement which do not conform with the Seller’s
Warranties.  Seller agrees to indemnify and
hold harmless Buyer, in accordance with Section 9.2 hereof, from any and all claims
and other expenses incurred by Buyer associated with any claim that the Products
sold hereunder do not conform with Seller’s Warranties.  To the extent Buyer makes any representations
and warranties with respect to any Product in addition to or other than the Seller’s
Warranties (a “Buyer Additional Warranty”), Buyer shall be solely and exclusively
responsible for handling any and all claims that arise pursuant to such Buyer Additional
Warranty, and Buyer agrees to indemnify and hold harmless Seller for any and all
claims and any other expenses incurred by Seller, arising out of such Buyer Additional
Warranties.


 


6.5           Rights
to Products.  With regard to Products
sold by Seller to Buyer hereunder, Seller hereby waives any rights of reclamation
and any liens, security interests or other such rights it may now have or hereafter
acquire, whether arising under any agreement or applicable law, with regard to such
Products.  Seller agrees that it shall not
recall, redirect or otherwise interfere with any shipments of Products in transit
to Buyer.


 


ARTICLE 7



BACKHAULING


 


Seller agrees to
provide reasonable assistance to Buyer and to cooperate in good faith with Buyer,
consistent with past policies and practices, to arrange backhauling services to
enable Buyer to effectively and efficiently plan, manage and utilize Buyer’s trucking
operations.


 


ARTICLE 8



DUTIES OF BUYER


 


8.1           General
Duties.  Buyer hereby covenants and agrees
that it will:


 


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(a)           devote
commercially reasonable efforts to the promotion, marketing, sale and service of
the Products in the Territory, consistent with its authority and obligations under
this Master Agreement and any applicable Exhibits hereto;


 


(b)           maintain
records regarding the promotion, marketing, sale and servicing of Products, consistent
with past practice of the Business; and


 


(c)           follow
good warehousing practices, consistent with past practice of the Business, to assure
that the customer/user of the Products will receive them in proper condition.


 


8.2           Right
to Inspect.  Buyer agrees to provide any
duly authorized representative of Seller with the opportunity, during Buyer’s normal
business hours upon reasonable advance notice, to inspect all or any portion of
Buyer’s facilities used in or records regarding the promotion, marketing, sale and
servicing of the Products.  Seller agrees
to provide any duly authorized representative of Buyer with the opportunity, during
Seller’s normal business hours upon reasonable advance notice, to inspect all or
any portion of Seller’s facilities used in or records regarding the manufacturing,
packaging, tagging and labeling of the Products.


 


8.3           Standard
of Care.  Each party warrants that it
will perform hereunder and carry out its responsibilities in accordance with customarily
accepted, prudent professional principles, practices, and procedures and the standard
of care that would be exercised by other competent manufacturers and distributors.


 


ARTICLE 9



FORCE MAJEURE, INDEMNIFICATION AND INSURANCE


 


9.1           Force
Majeure.  Subject to the applicable Exhibit,
neither party shall be in default of this Master Agreement and neither party shall
be liable for any damages, costs, expenses or other consequences incurred by the
other party or by any other person or entity, as a result of delay in or inability
to deliver or accept delivery of any Products due to circumstances or events beyond
such party’s reasonable control, including, without limitation, acts of God; change
in or in the interpretation of any Laws; strikes, lockouts or other labor problems;
transportation delays; unavailability of supplies or materials; fire or explosion;
riot, act of terrorism, military action or usurped power; or actions or failures
to act on the part of a governmental authority. 
Any deadlines that such party fails to meet by reason of any such circumstance
or event shall be extended for such period of time as is reasonable in light of
such circumstance or event.  Notwithstanding
the foregoing, this Section 9.1 shall not be an excuse for non-payment or non-acceptance
of Products for which title or risk of loss has passed.


 


9.2           Indemnification.  Seller hereby indemnifies and agrees to defend
and hold Buyer harmless from and against losses, claims, damages, liabilities, costs
and expenses (including, without limitation, reasonable attorneys’ fees and court
costs) incurred by Buyer as a result of any breach of this Master Agreement, including
any breach of the warranty under Section 4.4 hereof, any Product Warranty or any
Exhibit hereto by Seller.  Buyer hereby indemnifies
and agrees to defend and hold Seller harmless from and against losses, claims, damages,
liabilities, costs and expenses (including, without limitation, reasonable attorneys’
fees


 


8





















 


and court costs) incurred by Seller as a result
of any breach of this Master Agreement or any Exhibit hereto by Buyer.


 


If any claim or
demand is asserted against Buyer by a third party with respect to the indemnities
set forth in this Agreement (a “Third Party Claim”), Buyer shall give prompt written
notice thereof to Seller, including copies of any pleadings in Buyer’s possession.  Within twenty (20) days of receipt of such notice,
Seller shall either (i) pay the Third Party Claim in full or upon compromise agreed
to by Seller and such third party, and obtain a complete and final written, release
of Buyer from the Third Party Claim, or (ii) notify Buyer that Seller disputes the
Third Party Claim and intends to defend against it, and thereafter so defend and
pay any adverse final judgment, award or settlement amount in regard thereto.  Such defense shall be controlled by Seller, and
the costs and expenses of such defense shall be borne by it.  Buyer may monitor the defense of the Third Party
Claim with its own counsel and at its own expense.  If Seller fails to take action on a Third Party
Claim within twenty (20) days as set forth above, then Buyer shall have the right
to pay, compromise or defend the Third Party Claim and to assert the amount of any
payment on the Third Party Claim plus the costs and expenses of defense or settlement
as an indemnity claim against Seller.  Buyer’s
failure to conduct independent Product testing or to take other steps to verify
the accuracy of Seller’s Product Literature or its representations or warranties
made herein shall not be deemed to be negligence or evidence of negligence adversely,
affecting, restricting or compromising Buyer’s rights under this Section 9.2 in
any way.


 


9.3           Insurance.  Seller (subject to currently existing policy exclusions)
and Buyer shall each maintain in full force and effect (1) Commercial General Liability
insurance, including insurance for product liability claims, with respect to Products
purchased, supplied, marketed and distributed pursuant to this Master Agreement,
(2) Auto Liability insurance providing coverage for owned, hired and non-owned vehicles,
and (3) Statutory Workers’ Compensation insurance.  All such insurance shall have a per occurrence
limit of no less than*** and aggregate limit of no less than***.  Such insurance policies shall be issued by companies
having an A.M. Best’s rating of A-VII or better.  Seller and Buyer shall also name the other party
as an additional insured on its Commercial General Liability and Auto Liability
policies and provide the other party with a certificate of insurance evidencing
such coverage as outlined in this Section 9.3. 
Such insurance shall not be cancelable except upon no less than thirty (30)
days’ prior written notice to the other party.


 


ARTICLE 10



TERM AND TERMINATION


 


10.1         Term.  The term of this Master Agreement as it relates
to each Exhibit shall be as set forth in the applicable Exhibit.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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10.2         Termination.


 


(a)           Buyer
or Seller may terminate this Master Agreement or may terminate the applicable Exhibit,
on written notice to the other party, effective immediately if:


 


(i)            the other party commits
a material breach of any of its obligations under this Master Agreement or such
Exhibit which is not cured within sixty (60) days of receipt of written notice from
the other party specifying the breach; or


 


(ii)           the other party is dissolved
or liquidated, files or has filed, against it a petition under any bankruptcy or
insolvency law, makes a general assignment to the benefit of its creditors, has
a receiver appointed for all or substantially all of its property, or has a petition
under any bankruptcy or insolvency law filed against it which is not dismissed within
sixty (60) days.


 


(b)           For
the avoidance of doubt, if Buyer or Seller terminates this Master Agreement, pursuant
to subsection (a) of this Section 10.2, such termination shall relate solely to
the agreement evidenced by the Master Agreement and any applicable Exhibit, and
the Master Agreement shall remain in full force and effect for purposes of all remaining
Exhibits.


 


(c)           The
termination rights set forth in this Section 10.2 shall be in addition to any other
remedy a non-defaulting party may have at law or in equity due to the other party’s
breach of its obligations hereunder.


 


10.3         Obligations
upon Expiration or Termination.


 


(a)           Effect
as to Payments.  Neither the expiration
nor the termination of this Master Agreement with respect to an Exhibit, for any
reason, shall release either party from the obligation to pay any sum then owing
to the other party or affect the rights, obligations or liabilities of the parties
under the provisions of this Agreement which by their nature extend beyond termination,
including, without limitation, Seller’s indemnification obligations under Section
9.2.  Upon termination of this Master Agreement
with respect to an Exhibit under Section 10.2 hereof, all amounts payable, whether
due or to become due, to one party by the other party with respect to such Exhibit
shall automatically become due and payable immediately.


 


(b)           Effect
as to Purchase Orders.  Upon expiration
or termination of this Master Agreement with respect to an Exhibit hereto, either
party may, at its discretion and without penalty, cancel any outstanding purchase
orders in respect of such Exhibit.  In the
absence of such a cancellation of an order, both Seller and Buyer shall be responsible
for performing such order.


 


10.4         Transactions
after Termination.  If either Buyer or
Seller has any business relations with the other party after the termination of
this Master Agreement with respect to an Exhibit, such relations shall not be construed
as a renewal of this Master Agreement with respect to such Exhibit or as a waiver
of such termination, but all such transactions shall be governed by terms identical
with the provisions of this Master Agreement and such Exhibit relating thereto,
unless the parties otherwise agree in writing.


 


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10.5         Survival
of Obligations.  Any provision of this
Master Agreement or an Exhibit that imposes an obligation after the expiration or
termination of this Master Agreement or Exhibit shall survive the expiration or
termination of this Master Agreement or Exhibit until the obligation has been fulfilled
or any applicable period of effectiveness has expired.


 


10.6         Setoff.  In the event of any termination by either party
or any breach by a party of this Master Agreement (including any applicable Exhibit
hereto), the non-breaching party may reduce any amounts owed by it to the breaching
party under any other agreements between the parties (including, without limitation,
any agreements evidenced by this Master Agreement and any other Exhibit hereto)
by any amounts owed by the breaching party as a result of the termination or breach
(the “Setoff Amount”).  If the Setoff Amount
is unascertainable, the nonbreaching party may, acting in a commercially reasonable
manner, estimate the amount thereof and reduce its payment obligations to the breaching
party as set forth herein in respect of the estimate, subject to accounting to the
breaching party when the Setoff Amount is ascertained.


 


The rights provided
for in this Section 10.6 are in addition to but without duplication of, and not
in limitation of, any other right or remedy available to the non-breaching party
(including, without limitation, any right of setoff, offset, combination of accounts,
deduction, counterclaim, retention, or withholding), whether arising under this
Master Agreement, any applicable Exhibit hereto or any other agreement, under applicable
law, in equity, or otherwise.  For purposes
of this Section 10.6, the term “owed” means, as of any date of determination, any
amounts invoiced, capable of being invoiced, or accrued as of such date.  Each party shall give the other party notice of
any setoff pursuant to this Section 10.6, as soon as practicable thereafter; provided
that failure to give such notice shall not affect the validity of the setoff.


 


ARTICLE 11



PROTECTION OF SELLER PROPRIETARY INFORMATION


 


11.1         Confidential
Information.


 


(a)           Ownership,
Use and Disclosure of Seller Proprietary Information and Intellectual Property.  Buyer hereby acknowledges and agrees that, as
between Seller and Buyer, Seller is and shall at all times remain the owner of all
right, title and interest in and to the Seller Proprietary Information.  Seller hereby grants to Buyer a limited, non-exclusive,
royalty-free, fully-paid license to use the Seller Proprietary Information and the
Intellectual Property associated with the Products solely in the distribution, promotion,
marketing, sale and servicing of Products in the Territory in accordance with the
terms of this Master Agreement and any applicable Exhibits hereto.  Buyer agrees that during the term of this Master
Agreement and for a period of three (3) years following any expiration or termination
of this Master Agreement, except in the case of a Seller Trade Secret with respect
to which the following confidentiality restrictions shall continue for so long as
such information constitutes a trade secret under applicable law, it shall not,
without the prior written consent of Seller use, copy or disclose to any person
or entity any Seller Proprietary Information or Seller Trade Secrets, except as
authorized in this Master Agreement including, without limitation, in connection
with the exercise of the license rights granted in this Section 11.1(a).  Except as required by Law or as


 


11





















 


otherwise agreed by Seller, Buyer will disclose
Seller Proprietary Information only on a need-to-know basis and only to:  (i) those employees or consultants of Buyer who
are employed or engaged in connection with promoting, marketing, selling or servicing
the Products; or (ii) those customers or potential customers (and their employees
and consultants) which are purchasers or possible purchasers of Products.  In addition, Buyer shall take reasonable steps
to ensure that all of its employees, consultants, agents, customers and potential
customers (and employees, consultants and agents of customers and potential customers)
who receive any Seller Proprietary Information are aware of and, in the case of
Buyer’s employees, consultants and agents, comply with Buyer’s confidentiality covenants
set forth herein.  Buyer acknowledges and
agrees that, in the event of a breach by Buyer of the foregoing confidentiality
restrictions, Seller shall suffer irreparable damages not compensable by money damages
and, therefore, shall be entitled to injunctive relief.


 


(b)           Terms
of the Agreement.  Buyer hereby acknowledges
and agrees that the terms and conditions of the Master Agreement and all Exhibits
including, but not limited, to the pricing terms shall be considered Seller Proprietary
Information and shall be subject to the confidentiality restrictions set forth in
this Section 11.1.


 


(c)           Return
of Information.  Upon any expiration or
termination of this Master, Agreement and/or any of the Exhibits attached hereto,
Buyer shall at its own expense return, or cause to be returned, to Seller or destroy
all physical embodiments of any Seller Proprietary Information, which are then in
the possession of Buyer or any of its current or former employees or consultants
with respect to the Products specified in the applicable Exhibit(s) hereto.  Buyer shall also return or cause to be returned
to Seller, at Seller’s reasonable request and expense, any and all other training,
pricing lists, marketing or sales materials and technical information concerning
the applicable Products, except to the extent reasonably necessary in connection
with the disposal of Buyer’s inventory of Products.  Upon such disposal, such materials shall be returned
to Seller.  Notwithstanding the foregoing,
Buyer shall not be obligated to return to Seller or destroy any purchase orders,
invoices, proofs of delivery, bills of lading or similar documents exchanged or
executed by the parties in connection with Seller’s sale of Products to Buyer that
may contain Seller Proprietary Information, but such documents shall continue to
be subject to the provisions of this Article 11.


 


11.2         Intellectual
Property.  Buyer shall use the Intellectual
Property embodied in the Products (and the advertising, promotional and informational
materials associated therewith) as provided by Seller solely in its role as a distributor
of the Products pursuant to the Master Agreement, and shall not modify the same
without the prior written permission of Seller. 
Any and all goodwill arising out of Buyer’s use of Intellectual Property
shall be and remain the exclusive property of Seller.  Other than the right granted herein to distribute
the Intellectual Property embodied in the Products and related materials, Buyer
shall have no rights in or to the Intellectual Property.


 


11.3         Title
to Inventions, Discoveries and Improvements.  The parties agree that if any inventions, discoveries
or improvements are conceived, first reduced to practice, made or developed by Seller
in connection with the design, specifications or other characteristics of the Products,
Seller shall own all right, title and interest in such inventions, discoveries or
improvements and any patents that may be granted thereon in any country in the world.  In the


 


12





















 


event that any such inventions, discoveries or
improvements are conceived, first reduced to practice, made or developed jointly
by both Buyer and Seller during the course of their performance under the Master
Agreement or any Exhibit hereto, Seller shall hold all right, title and interest
in and to any such inventions jointly developed by Seller and Buyer; provided,
however, that Seller hereby grants to Buyer a perpetual, royalty-free, worldwide,
nonexclusive, fully transferable right and license to make, use, sell, lease, license,,
reproduce, distribute and modify, and create derivative works based upon, such inventions,
discoveries or improvements, without obligation to share revenues derived therefrom
with Seller or any third party.


 


11.4         Infringement
Allegations.  Buyer agrees to advise Seller
promptly of all knowledge Buyer obtains after the Effective Date with respect to
(i) any allegations that any aspect of any Product or Intellectual Property infringes
upon any patent, mark, copyright or other intellectual property of any person or
entity, (ii) any demand, suit or action brought by any person or entity in any forum
that contains or asserts any such allegations, or (iii) any material infringement
of Intellectual Property by any person or entity.  Buyer agrees that if it is a named party in any
such demand, suit or action, it will not object to the intervention or other participation
by Seller in such demand, suit or action, at Seller’s election and expense.  Subject to Section 4.4 and Section 9.2, Seller
retains the exclusive right to protect or defend the Intellectual Property but shall
not be obligated to do so and does not warrant the validity of the Intellectual
Property.


 


ARTICLE 12



DISPUTE RESOLUTION


 


(a)           Buyer
and Seller hereby agree to attempt in good faith to resolve any controversy or claim
arising out of or relating to this Master Agreement or any Exhibit promptly by negotiations
between representatives of Buyer and Seller who have authority to settle the controversy.


 


(b)           In
the event that a dispute arises between Buyer and Seller with respect to a controversy
or claim arising out of or relating to this Master Agreement or any Exhibit, the
disputing party shall give the other party written notice of the dispute.  Within twenty (20) days after receipt of the disputing
party’s notice, the receiving party shall submit to the disputing party a written
response.  The notice and response shall include
(i) a statement of each party’s position and a summary of the evidence and arguments
supporting its position; and (ii) the name and title of the person who will represent
that party.  The representatives shall meet
for negotiations at a mutually agreed time and place within thirty (30) days of
the date of the disputing party’s notice and thereafter as often as they reasonably
deem necessary to exchange relevant information and to attempt to resolve the dispute.


 


(c)           If
the dispute between Buyer and Seller has not been resolved within sixty (60) days
from the receipt of the disputing party’s notice, or if the receiving party will
not meet within thirty (30) days from the receipt of the disputing party’s notice,
Buyer and Seller will attempt in good faith to resolve the controversy or claim
by mediation in accordance with the American Arbitration Association model procedures
for mediation of business/commercial disputes.


 


13





















 


(d)           If
the matter has not been resolved pursuant to the mediation procedure described in
subsection (c) of this Article 12 within sixty (60) days of the commencement of
such procedure, or if either party will not participate in such mediation, then
either party may initiate litigation.


 


(e)           The
procedures specified in this Article 12 shall be the sole and exclusive procedures
for the resolution of disputes between the parties arising out of or relating to
this Master Agreement; provided, however, that a party may seek a
preliminary injunction or other judicial relief if such action is necessary in the
reasonable judgment of such party to avoid irreparable damage.  Despite any such action, the parties will continue
to participate in good faith in the procedures specified in this Article 12.  All applicable statutes of limitation shall be
tolled while the procedures specified in this Article 12 are pending, and the parties
will take such action, if any, required to effectuate such tolling.  In addition, the parties may agree to extend the
deadlines described in this Article 12.  Notwithstanding
the foregoing, a party shall not be required to follow the procedures set forth
in this Article 12 prior to exercising any termination right set forth in Article
10 or prior to seeking injunctive relief as otherwise provided in this Master Agreement.


 


ARTICLE 13


 


MISCELLANEOUS


 


13.1         Independent
Relationship.  The relationship of Seller
and Buyer created pursuant to this Master Agreement is, and is intended to be, that
of independent contractors.  This Master Agreement
does not constitute, nor shall it be construed to constitute, one party as an employee,
agent, representative, partner or joint venture partner of the other party for any
purpose.  Neither party is granted, nor shall
a party represent that it has been granted, any authority to assume or create any
obligation of or in the name of the other party or to make collections for the other
party.  Each party acknowledges and agrees
that the other party shall not be bound by any representations, warranties, covenants,
contracts, agreements or understandings made by such party or to which such party
may be subject that are inconsistent with any provisions of this Master Agreement.  Each party shall be responsible for the acts and
omissions of its employees, contractors, consultants and agents with respect to
this Master Agreement.


 


13.2         Not
a Franchise or Business Opportunity. 
Both parties acknowledge and agree that the distributor relationship created
by this Master Agreement is not intended to be and shall not be construed to be
a franchise or business opportunity under the laws or regulations of the United
States or of the State of Georgia.


 


13.3         Limitation
of Liability.  Solely as between Buyer
and Seller, the total liability of Seller with respect to the sale of the Products,
whether in contract, warranty, tort (including without limitation negligence), strict
liability or otherwise, shall*** the*** or such*** thereof as is*** by Buyer to
Seller*** out of which any*** arises.  In
no event, whether in contract, warranty, tort (including without limitation negligence),
strict liability or otherwise, shall Seller


 










*** Portions hereof have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment in accordance with Rule 406 of the Securities Act.


 


14





















 


be liable for special, incidental, exemplary,
punitive or consequential damages, including without limitation loss of profit or
revenue, loss of use of equipment or other property, cost of capital, cost of substitute
goods, facilities or services or downtime costs.  Any liability of Seller to Buyer for any reason
shall be*** to the*** that*** for the relevant loss, injury or damage.  The foregoing provisions of this Section 13.3
shall in no event limit the liability of Seller for indemnification of Buyer in
respect of Third Party Claims.


 


13.4         Severability.  If any provision of this Master Agreement is held
to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired, and the
parties shall use their best efforts to substitute a valid, legal and enforceable
provision, which, insofar as practical, implements the purpose of this Master Agreement.


 


13.5         Counterparts.  This Master Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together
shall be deemed one and the same instrument.


 


13.6         Governing
Law.  This Master Agreement shall be governed
by, and any matter or dispute arising out of this Agreement shall be determined
by, the laws of the State of Georgia.


 


13.7         Headings.  “Article,” “Section” and other headings contained
in this Master Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Master Agreement.  All personal pronouns used in this Master Agreement
shall include the other genders, whether used in the masculine, feminine or neuter
gender, and the singular shall include the plural and vice versa, whenever and as
often as may be appropriate.


 


13.8         Entire
Agreement.  This Master Agreement, and
the Exhibits attached hereto, represents the entire agreement of the parties with
respect to its subject matter.  Any and all
prior discussions or agreements with respect hereto are merged into and superseded
by the terms of this Master Agreement.  This
Master Agreement may be modified or amended only in writing signed by all of the
parties which expressly refers to this Master Agreement and states an intention
to modify or amend it.  No such amendment
or modification shall be effected by use of any purchase order, acknowledgment,
invoice or other form of either party and in the event of conflict between the terms
of this Master Agreement and any such form, the terms of this Master Agreement shall
control.


 


13.9         Assignment.


 


(a)           Except
as otherwise provided in this Section 13.9, Buyer and Seller may not assign this
Master Agreement or any Exhibit, in whole or in part, by operation of law or otherwise,
without the prior written consent of the other party, and any attempted assignment
not in accordance herewith shall be null and void and of no force or effect.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


15





















 


(b)           Seller
may assign this Master Agreement and any Exhibit without the consent of Buyer to
(i) any affiliate of Seller that manufactures the Products identified in the applicable
Exhibit being assigned, (ii) any successor (by merger, consolidation, purchase of
assets or otherwise) of Seller, or (iii) any entity or person that acquires, upon
the sale or other disposition by Seller, the division or manufacturing facilities
responsible for or associated with the manufacturing of the Products identified
in the applicable Exhibit; provided, however, that in the event that
Buyer reasonably determines that the creditworthiness or financial condition of
the party to which this Master Agreement and the applicable Exhibit will be assigned
by Seller pursuant to this subsection (b) is inadequate or insufficient to assure
Buyer of such party’s ability to fully perform hereunder, then Buyer shall have
the right to require that such assignment be conditioned upon such party’s agreement
to amend certain material provisions of this Master Agreement and the applicable
Exhibit, including, without limitation, Section 5.3 and any provision in the applicable
Exhibit relating to exclusivity obligations and minimum purchase volumes.


 


(c)           Buyer
may assign this Master Agreement and any Exhibit without the consent of Seller to
(i) any affiliate of Buyer that is not a competitor of Seller, or (ii) any successor
(by merger, consolidation, purchase of assets or otherwise) of Buyer that is not
a competitor of Seller; provided, however, that in the event that
Seller reasonably determines that the creditworthiness or financial condition of
the party to which this Master Agreement and the applicable Exhibit will be assigned
by Buyer pursuant to this subsection (c) is inadequate or insufficient to assure
Seller of such party’s ability to fully perform hereunder, then Seller shall have
the right to require that such assignment be conditioned upon such party’s agreement
to amend certain material provisions of this Master Agreement and the applicable
Exhibit, including, without limitation, Section 5.3 and any provision in the applicable
Exhibit relating to exclusivity obligations and minimum purchase volumes.


 


(d)           Seller
acknowledges and agrees that Buyer will be entering into certain credit facilities
and other financing arrangements and that, in order to secure Buyer’s obligations
thereunder, Buyer may grant to the agents and lenders under such facilities (collectively,
the “Lenders”) a perfected lien on and security interest in, among other things,
all of Buyer’s right, title and interest in, to and under this Master Agreement.  Seller hereby consents to the collateral assignment
by Buyer to the Lenders, and the granting to the Lenders of a perfected lien on
and security interest in, all of Buyer’s right, title and interest in, to and under
this Master Agreement.  Seller agrees, if
so requested by any of the Lenders, to execute and deliver to such Lender a written
consent in furtherance of Seller’s agreements set forth in this Section 13.9(d).


 


(e)           For
the avoidance of doubt, in the event any Exhibit is assigned pursuant to this Section
13.9, the Master Agreement shall also be assigned solely with respect to such Exhibit,
and shall remain in full force and effect between Buyer and Seller with respect
to all other Exhibits.  No assignment by Seller
or Buyer of, this Master Agreement or an Exhibit to an affiliate shall relieve Seller
or Buyer, as the case may be, of its obligations hereunder.


 


13.10       No
Subcontracting.  Neither party shall subcontract
any of its duties or obligations under the Master Agreement to any other party without
the prior written consent of the other party.


 


16





















 


13.11       Binding
Effect.  This Master Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective
successors, heirs, representatives and permitted assigns.


 


13.12       Interpretation.  This Master Agreement was fully negotiated by
both parties hereto and shall not be construed more strongly against either party
hereto regardless of which party is responsible for its preparation.


 


13.13       Further
Assurances.  Upon the reasonable request
of any other party, each party hereto agrees to take any and all actions necessary
or appropriate to give effect to the terms set forth in this Master Agreement.


 


13.14       Confidentiality.  The terms of this Master Agreement and the Exhibits
(including, without limitation, all information concerning volume commitments and
the prices of Products sold or to be sold thereunder), and the Schedules hereto,
all information contained herein and therein, and all the negotiations and communications
leading hereto and thereto, shall remain confidential and shall not be disclosed
by either party to any person not a party to this Master Agreement or applicable
Exhibit without the prior written consent of the other party; provided, that
nothing herein will preclude any party from disclosing such information, or any
part thereof, if such disclosure is required by Law or by subpoena or order issued
by a court, administrative agency, governmental department or legislative body (though
each party will promptly notify the other of any such required disclosure and will
use best efforts to oppose such disclosure or obtain confidential treatment thereof,
and will in any case only disclose that portion of such information which is required
to be disclosed).  Any such disclosures shall
be made under appropriate written assurances of confidentiality from the party seeking
disclosure.  The parties shall cooperate to
protect this Master Agreement and the Exhibits and all materials related thereto
from disclosure.


 


17





















 


IN WITNESS WHEREOF,
the parties hereto have caused their duly authorized representatives to execute
this Master Agreement as of the day and year first above written.


 


	
   

  	
  “Seller”

  
	
   

  	
   

  
	
   

  	
  GEORGIA-PACIFIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J.
  Paterson

  	
   

  
	
   

  	
   

  	
  Name: David J.
  Paterson

  
	
   

  	
   

  	
  Title: Executive
  Vice President-Building

  Products

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Buyer”

  
	
   

  	
   

  
	
   

  	
  BLUELINX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven C.
  Hardin

  	
   

  
	
   

  	
   

  	
  Name: Steven
  C. Hardin

  
	
   

  	
   

  	
  Title: Vice President-West

  



 


 


[Signature Page
to Master Purchase, Supply and Distribution Agreement]


 


18





















 


EXHIBIT A


 


ENGINEERED LUMBER
PRODUCTS


 


The terms and conditions
of the Master Agreement are incorporated herein by reference.  In the event of any inconsistency between this
Exhibit A and the Master Agreement, the terms of this Exhibit A shall control.


 


ARTICLE 1


 


DEFINITIONS


 


1.1           Definitions.  For purposes of this Exhibit A, the
following terms shall have the following meanings:


 


“Contract Year” means each consecutive twelve (12) month period following
the Effective Date of the Master Agreement.


 


“Products” means Wood I BeamTM, G-P Lam® LVL, and Rim Board manufactured
by Seller at its facilities in Roxboro, North Carolina and Ocala, Florida, and such
other products as may be added from time to time upon the mutual agreement of Seller
and Buyer.  For the avoidance of doubt, the
name associated with any of the Products may be changed upon the mutual agreement
of Buyer and Seller for marketing or other purposes, and the definition of “Products”
shall include all products substantially similar to the Products listed above, regardless
of the name given to such products.


 


1.2           Other Definitional Provisions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Master Agreement.


 


ARTICLE 2


 


PURCHASE AND
SUPPLY


 


2.1           All Output.  During the term hereof, Seller shall
supply the Products exclusively to Buyer and, subject to Section 2.2 hereof, Buyer
shall use Commercially Reasonable Efforts (as hereinafter defined) to purchase from
Seller one hundred percent (100%) of the Products manufactured by Seller.  For purposes of this Exhibit A, the term “Commercially
Reasonable Efforts” means that Buyer will ensure that the Roxboro, North Carolina
and Ocala, Florida manufacturing facilities are fully utilized for customers east
of the Mississippi River (the “Primary Region”)***.


 


2.2           Monthly*** Volumes.  During each month of each Contract Year, Seller*** , and Buyer*** , the*** of Products***.  Buyer
and Seller may, by mutual agreement, revise the*** among the Products***.  If Buyer*** under this Section 2.2 during any*** , then


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


A-1





















 


Buyer and Seller agree to cooperate in good faith
to*** outside of the*** where (1) Seller could*** the Products to*** on a*** , (2)*** could effectively
and efficiently*** the Products,
and (3) the resulting*** would enable*** to subsequently*** under this Section 2.2.


 


2.3           Seller***.  If*** to*** under Section 2.2 hereof
during any*** months, then Seller
shall have the right, upon written notice to Buyer, to*** under Section 2.1 hereof, and to*** this Exhibit A and the Master Agreement, solely
as it relates to this Exhibit A.  In the event
Seller*** under Section 2.1 hereof
in accordance with this Section 2.3, Buyer shall be*** under Section 2.2 hereof and Seller shall have
the right to*** other than*** during the term hereof.  In the event Seller*** and the*** , solely as it relates to this Exhibit A, in accordance with this Section
2.3, Seller shall thereafter have the right to*** including, without limitation,***.


 


2.4           New Seller Manufacturing Facilities.  If Seller
(i) adds greater than*** of additional
capacity on an annualized basis at*** or (ii) purchases, builds or otherwise acquires any new or additional facilities
that will be utilized to manufacture the Products, then Buyer and Seller agree to
negotiate in good faith regarding how such additional quantities of and capacity
for the Products will be sold, purchased, marketed, promoted and distributed by
the parties.


 


ARTICLE 3


 


PRICING


 


The price for each of the Products shall be equal to the*** established by Seller based upon*** for products that are*** to the***.  Buyer agrees to provide to Seller
sufficient documentation or other evidence of the*** for products that are*** to the*** to enable Seller to establish such***.  Any variation from such*** shall be subject to the mutual agreement of Buyer
and Seller.


 


ARTICLE 4


 


SALES FORCE,
CONSULTING AND MARKETING


 


4.1           Sales Force and Consulting.  Seller
and Buyer agree (i) to use commercially reasonable efforts to sell the Products,
(ii) to cause their respective employees to cooperate in all marketing and sales
efforts related to the sale of the Products, (iii) to coordinate their respective
sales, marketing and consulting efforts*** between Seller and the Business, and (iv) to provide one another with*** of the Products to achieve the objectives of
the Master Agreement and this Exhibit A.


 


4.2           Marketing.  Buyer and Seller shall mutually agree
on the level and extent of marketing aid and support that Seller will provide to
Buyer during each twelve (12) month period following the Effective Date.  Such aid may include, without limitation, marketing
and promotion through Product Literature and print advertising.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


A-2





















 


ARTICLE 5


 


CLAIMS INSPECTIONS


 


In the event any claim is made with respect to a Product by a customer of
such Product,*** agrees to*** and to*** settlement and resolution.*** shall be responsible for*** investigation of such claim.*** shall be responsible for*** settlement and resolution of such claim. *** shall be*** , and for*** with the defense,
resolution or settlement thereof.


 


ARTICLE 6


 


PRODUCTION SCHEDULE


 


Seller agrees to notify Buyer weekly regarding the production scheduling
of Seller’s manufacturing facilities of engineered lumber Products.  Other than as a result of force majeure and for
so long as Buyer is*** under
Section 2.2 hereof, Seller shall not reduce the availability to Buyer of Products*** described in Section 2.2 hereof or cease the
manufacture of Products at the Roxboro, North Carolina or Ocala, Florida manufacturing
facilities without twelve (12) months prior notice to Buyer.  Notwithstanding anything to the contrary contained
herein, Seller shall have the right to*** or otherwise*** for the Products*** as a result of general***.


 


ARTICLE 7


 


INTELLECTUAL
PROPERTY


 


7.1           Ownership of Intellectual Property.  All intellectual
property including, but not limited to, certain software developed for or used in
connection with technical services provided by Buyer in connection with the Products
belongs solely and exclusively, to Seller (the “Engineered Lumber Intellectual Property”).


 


7.2           License.  In connection with Buyer’s provision
of technical services in relation to sales of the Products, Seller hereby grants
a limited, non-exclusive, royalty free, fully-paid license to Buyer, with the right
to sublicense to its customers, for the Engineered Lumber Intellectual Property.  The ‘license granted hereby shall survive the
termination of this Exhibit A and the Master Agreement as it relates to this Exhibit
A.


 


ARTICLE 8


 


TERM


 


Unless earlier terminated in accordance with the provisions of the Master
Agreement or this Exhibit A, the term of the agreement between Buyer and Seller
with respect to this Exhibit A and the incorporated terms of the Master Agreement
shall commence on the


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


A-3





















 


Effective Date and shall thereafter continue in
effect until the fifth (5th) anniversary of the Effective Date (the “Initial Term”).  Either party may terminate this Exhibit A and
the Master Agreement, solely as it relates to this Exhibit A, by giving two (2)
years prior written notice thereof to the other party, which written notice may
not be given by either party prior to the fourth (4th) anniversary of the Effective
Date.  If neither party has delivered a written
termination notice to the other party pursuant to the foregoing, following the Initial
Term the term of this agreement shall continue until either party terminates this
Exhibit A and the Master Agreement, solely as it relates to this Exhibit A, by giving
two (2) years prior written notice thereof to the other party.


 


ARTICLE 9


 


NOTICES


 


All notices and other communications required or permitted under the Master
Agreement or this Exhibit A shall be in writing and given to the parties at the
addresses listed below (or to such other address as shall at any time be designated
by any party in writing to the other parties): 
(a) by certified U.S. mail, return receipt requested, postage prepaid; (b)
by facsimile transmission (provided confirmation of the receipt thereof is obtained);
(c) by a nationally-recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:


 


If to the Seller:      Georgia-Pacific Corporation

55 Park Place, 17th Floor

Atlanta, GA  30303

Attention:  Walter Robbins

Phone:  404-652-3549

Fax:  404-487-3989


 


If to Buyer:            BlueLinx Corporation

4100 Wildwood Parkway

Atlanta, GA  30339

Attention:  Barbara V. Tinsley

Phone:  770-953-7089

Fax:  770-953-7008


 


All such notices shall be deemed effective (i) when actually delivered or
when sent by facsimile (upon electronic confirmation of receipt), (ii) three (3)
days after being deposited in the United States mail, first class, postage prepaid,
or (iii) one (1) day after being delivered to a nationally-recognized overnight
delivery service.


 


[NOTE:  Any Product Warranties will be attached to this
Exhibit A.]


 


A-4





















 


SCHEDULE


 


Monthly*** Volumes


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


A-5





















 


EXHIBIT B


 


IWP EXCLUSIVE
PRODUCTS


 


The terms and conditions of the Master Agreement are incorporated herein
by reference.  In the event of any inconsistency
between this Exhibit B and the Master Agreement, the terms of this Exhibit B shall
control.


 


ARTICLE 1


 


DEFINITIONS


 


1.1           Definitions.  For purposes of this Exhibit B, the
following terms shall have the following meanings:


 


“Catawba® Products” means Catawba® Hardboard Siding and PrimeTrim®.


 


“Contract Year” means each consecutive twelve (12) month period following
the Effective Date of the Master Agreement.


 


“Decking” means Particleboard Decking (Novodeck® and Novoflor®).


 


“Decorative Paneling” means Simulated Wood Grain and Decorative Finished
Wall Paneling, Prefinished Real Wood Paneling, Wainscot Paneling, Melamine Finish
on Hardboard (Tileboard).


 


“Products” means Simulated Wood Grain and Decorative Finished Wall Paneling,
Prefinished Real Wood Paneling, Wainscot Paneling, Melamine Finish on Hardboard
(Tileboard), Catawba® Hardboard Siding, PrimeTrim®, Particleboard Decking (Novodeck®
and Novoflor®) and such other products as may be added from time to time upon the
mutual agreement of Seller and Buyer.  For
the avoidance of doubt, Buyer acknowledges and agrees that Seller reserves the right
to change the name associated with any of the Products for marketing or other purposes,
and the definition of “Products” shall include all products substantially similar
to the Products listed above, regardless of the name given to such products.


 


1.2           Other Definitional Provisions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Master Agreement.


 


ARTICLE 2


 


PURCHASE AND
SUPPLY


 


2.1.          All Output.  During the term hereof, and subject
to Section 2.2 and Section 5.2 hereof, Seller shall supply the Products exclusively
to Buyer for distribution and marketing in the Territory and Buyer shall use Commercially
Reasonable Efforts (as hereinafter defined) to purchase from Seller one hundred
percent (100%) of the Products manufactured by Seller for


 


B-1





















 


distribution and marketing in the Territory.  For purposes, of this Exhibit B, the term “Commercially
Reasonable Efforts” means that Buyer will ensure that Seller’s manufacturing capabilities
for the Products are fully utilized***.


 


2.2           Monthly*** Volumes.  During each month of each Contract Year, Seller*** , and Buyer*** , the*** of Products***.


 


2.3           Seller***.  If*** to*** under Section 2.2 hereof during any*** months, then Seller shall have the right, upon written notice to Buyer, to*** under Section 2.1 hereof, and to*** this Exhibit B and the Master Agreement, solely
as it relates to this Exhibit B.  In the event
Seller*** under Section 2.1 hereof
in accordance with this Section 2.3, Buyer shall be*** under Section 2.2 hereof and Seller shall have
the right to*** other than*** during the term hereof.  In the event Seller*** and the*** , solely as it relates to this Exhibit B, in accordance with this Section
2.3, Seller shall thereafter have the right to*** including, without limitation,***.


 


ARTICLE 3


 


PRICING


 


The price for each of the Products shall be equal to the*** established by Seller based upon*** for products that are*** to the***.  Buyer agrees to provide to Seller
sufficient documentation or other evidence of the*** for products that are*** to the*** to enable Seller to establish such***.  Any variation from such*** shall be subject to the mutual agreement of Buyer
and Seller.


 


ARTICLE 4


 


TERM


 


Unless earlier terminated in accordance with the provisions of the Master
Agreement or this Exhibit B, the term of the agreement between Buyer and Seller
with respect to this Exhibit B and the incorporated terms of the Master Agreement
shall commence on the Effective Date and shall thereafter continue in effect until
the fifth (5th) anniversary of the Effective Date (the “Initial Term”).  Either party may terminate this Exhibit B and
the Master Agreement, solely as it relates to this Exhibit B, by giving two (2)
years prior written notice thereof to the other party, which written notice may
not be given by either party prior to the fourth (4th) anniversary of the Effective
Date.  If neither party has delivered a written
termination notice to the other party pursuant to the foregoing, following the Initial
Term the term of this agreement shall continue until either party terminates this
Exhibit B and the Master Agreement, solely as it relates to this Exhibit B, by giving
two (2) years prior written notice thereof to the other party.


 










*** Portions hereof have been omitted and
filed separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 406 of the Securities Act.


 


B-2





















 


ARTICLES


 


MARKETING AND
SALES


 


5.1           Sales Efforts Sales Efforts.  Seller
and Buyer agree (i) to use commercially reasonable efforts to sell the Products,
(ii) to cause their respective employees to cooperate in all marketing and sales
efforts related to the sale of the Products, (iii) to coordinate their respective
sales, marketing and consulting efforts*** between Seller and the Business, and (iv) to provide one another with*** of the Products to achieve the objectives of
the Master Agreement and this Exhibit B.


 


5.2           Sales***.  Buyer*** and agrees that the promotion, marketing and sale of*** the*** the Master Agreement and this Exhibit B.


 


5.3           Sales of Discontinued and Off-Grade Products.  Buyer*** agrees that the promotion, marketing and sale
of discontinued and off-grade products to all customers will be***.


 


5.4           Product Promotion.  Buyer
and Seller shall mutually agree on the level and extent of marketing aid and support
that Seller will provide to Buyer during each twelve (12) month period following
the Effective Date.  Such aid may include,
without limitation, marketing and promotion through Product Literature and print
advertising.  Notwithstanding the foregoing,
Buyer and Seller agree to*** general
in-store displays related to the Products for***.


 


ARTICLE 6


 


FIELD REPRESENTATIVES
AND CLAIMS INSPECTIONS


 


6.1           Field Representatives.  For all
Products, Buyer agrees to employ field representatives to perform reasonable and
customary support services related to the Products.  Buyer and Seller agree that the nature and extent
of such services shall be determined by what is typical, standard or customary in
the relevant marketplace.


 


6.2           Claims***.


 


(a)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by a
customer of such Product and such claim*** hereby authorizes*** , and*** shall be*** , to*** such claim.*** shall not*** regarding the resolution or settlement of such claims.


 


(b)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by a
customer of such Product and such claim*** agrees to*** and to*** settlement and resolution.*** shall be responsible for*** investigation of such claim.*** shall be responsible for*** resolution or settlement of such claim.*** shall be*** and for*** with the defense,
resolution or settlement thereof.


 










*** Portions hereof have been omitted and
filed separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 406 of the Securities Act.


 


B-3





















 


ARTICLE 7


 


NOTICES


 


All notices and other communications required or permitted under the Master
Agreement or this Exhibit B shall be in writing and given to the parties at the
addresses listed below (or to such other address as shall at any time be designated
by any party in writing to the other party):


 


By certified U.S. mail, return receipt requested, postage prepaid; (b) by
facsimile transmission (provided confirmation of the receipt thereof is obtained);
(c) by a nationally-recognized overnight courier service (e.g., Federal Express); or (d) by hand-delivery:


 


If to the Seller:      Georgia-Pacific Corporation

55 Park Place, 17th Floor

Atlanta, GA  30303

Attention:  H. Elliott Savage

Phone:  404-652-3615

Fax:  404-749-2379


 


If to Buyer:            BlueLinx Corporation

4100 Wildwood Parkway

Atlanta, GA  30339

Attention:  Barbara V. Tinsley

Phone:  770-953-7089

Fax:  770-953-7008


 


All such notices shall be deemed effective (i) when actually delivered or
when sent by facsimile (upon electronic confirmation of receipt), (ii) three (3)
days after being deposited in the United, States mail, first class, postage prepaid,
or (iii) one (1) day after being delivered to a nationally-recognized overnight
delivery service.


 


[NOTE:  Any Product Warranties will
be attached to this Exhibit B.]


 


B-4





















 


VOLUME SCHEDULE


Monthly*** Values


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


B-5





















 


EXHIBIT C


 


IWP NON-EXCLUSIVE
PRODUCTS


 


The terms and conditions of the Master Agreement are incorporated herein
by reference.  In the event of any inconsistency
between this Exhibit C and the Master Agreement, the terms of this Exhibit C shall
control.


 


ARTICLE 1


 


DEFINITIONS


 


1.1           Definitions.  For purposes of this Exhibit C, the
following terms shall have the following meanings:


 


“National Accounts” shall mean*** and such
other parties as may be added from time to time upon the mutual agreement of Seller
and Buyer.


 


“Products” means Particleboard, Industrial and Dealer Hardboard, Thick and
Thin Medium Density Fibreboard, Thermally Fused Melamine Board (Duramine), Softboard
Sheathing, Hardwood Plywood and such other products as may be added from time to
time upon the mutual agreement of Seller and Buyer.  For the avoidance of doubt, Buyer acknowledges
and agrees that Seller reserves the right to change the name associated with any
of the Products for marketing or other purposes, and the definition of “Products”
shall include all products substantially similar to the Products listed above, regardless
of the name given to such products.


 


1.2           Other Definitional Provisions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Master Agreement.


 


ARTICLE 2

PURCHASE AND SUPPLY


 


2.1           Buyer Obligations.  Buyer
agrees to use commercially reasonable efforts (subject to availability of supply,
distance to customer and pricing levels determined to be at or near market averages)
to purchase Products from Seller rather than purchasing competing products from
third party manufacturers or suppliers.  For
Products that are priced at or near market average prices, Buyer agrees to designate
Seller as its preferred supplier of such Products, as opposed to purchasing competing
products, or to otherwise give preferential consideration to Seller in respect of
such Products relative to competing products.


 


2.2           Seller Obligations.  Seller
agrees to use commercially reasonable efforts for Products that are priced at or
near market average prices to designate Buyer as its preferred distributor of such
Products and to otherwise give preferential consideration to Buyer in respect of
such Products relative to distributors or dealers.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


C-1





















 


2.3           Sale of Products*** Customers.  Notwithstanding
anything to the contrary set forth in the Master Agreement or in this Exhibit C,
Buyer acknowledges and agrees that*** shall*** the Products***.


 


ARTICLE 3

PRICING


 


The price of the Products shall be established by*** on a*** basis in accordance with the*** for such Products based on the***.  Pricing shall be established from*** , and*** , the parties shall use***
to establish a price***.  The prices offered to Buyer shall be*** Seller to any***.  With
respect to*** , Seller agrees to
offer to Buyer*** for such Product
by Buyer and Seller pursuant to this Article 3.


 


ARTICLE 4

MARKETING AND SALES


 


4.1           Cooperation.  Seller and Buyer agree to cause their
respective employees to cooperate in all marketing and sales efforts related to
the sale of the Products to National Accounts***.


 


4.2           Product Promotion.  Buyer
and Seller shall mutually agree on the level and extent of marketing aid and support
that Seller will provide to Buyer during each twelve (12) month period following
the Effective Date.  Such aid may include,
without limitation, marketing and promotion through Product Literature and print
advertising.


 


ARTICLE 5

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


 


5.1           Field Representatives.  Unless
otherwise agreed by the parties, Buyer agrees to employ field representatives to
perform certain services related to the Products to*** and such other customers as the parties may mutually
agree.  Such services shall include, without
limitation, in-store support, store aisle management, sign installation, literature
stocking and point of purchase display maintenance.*** , as of the date of this Master Agreement, the
field representatives and level of services provided by the Business*** the requirements of this Section 5.1.  Buyer acknowledges and agrees that any fee***.


 


5.2           Claims***.


 


(a)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by Buyer’s
customer and such claim*** hereby
authorizes*** , and*** shall be*** , to*** such claim.
*** shall not be*** regarding the resolution or settlement of such
claims.


 


(b)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by Buyer’s
customer and such claim*** 


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


C-2





















 


agrees to*** and to*** settlement and resolution. *** shall be responsible for*** investigation of such claim.*** shall be responsible for*** resolution or settlement of such claim.*** shall be*** and for*** with the defense, resolution or settlement thereof.


 


ARTICLE 6

TERM


 


Unless earlier terminated in accordance with the provisions of the Master
Agreement or this Exhibit C, the term of the agreement between Buyer and Seller
with respect to this Exhibit C and the incorporated terms of the Master Agreement
shall commence on the Effective Date and shall thereafter continue in effect until
the fifth (5th) anniversary of the Effective Date (the “Initial Term”).  Either party may terminate this Exhibit C and
the Master Agreement, solely as it relates to this Exhibit C, by giving two (2)
years prior written notice thereof to the other party, which written notice may
not be given by either party prior to the fourth (4th) anniversary of the Effective
Date.  If neither party has delivered a written
termination notice to the other party pursuant to the foregoing, following the Initial
Term the term of this agreement shall continue until either party terminates this
Exhibit C and the Master Agreement, solely as it relates to this Exhibit C, by giving
two (2) years prior written notice thereof to the other party.


 


ARTICLE 7

NOTICES


 


All notices and other communications required or permitted under the Master
Agreement or this Exhibit C shall be in writing and given to the parties at the
addresses listed below (or to such other address as shall at any time be designated
by any party in writing to the other parties): 
(a) by certified U.S. mail, return receipt requested, postage prepaid; (b)
by facsimile transmission (provided confirmation of the receipt thereof is obtained);
(c) by a nationally-recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:


 


If to the Seller:      Georgia-Pacific Corporation

55 Park Place, 17th Floor

Atlanta, GA  30303

Attention:  H. Elliott Savage

Phone:  404-652-3615

Fax:  404-749-2379


 


If to Buyer:            BlueLinx Corporation

4100 Wildwood Parkway

Atlanta, GA  30339

Attention:  Barbara V. Tinsley

Phone:  770-953-7089

Fax:  770-953-7008


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


C-3





















 


All such notices shall be deemed effective (i).when actually delivered or
when sent by facsimile (upon electronic confirmation of receipt), (ii) three (3)
days after being deposited in the United States mail, first class, postage prepaid,
or (iii) one (1) day after being delivered to a nationally-recognized overnight
delivery service.


 


[NOTE:  Any Product Warranties will
be attached to this Exhibit C.]


 


C-4





















 


EXHIBIT D


 


LUMBER PRODUCTS


 


The terms and conditions of the Master Agreement are incorporated herein
by reference.  In the event of any inconsistency
between this Exhibit D and the Master Agreement, the terms of this Exhibit D shall
control.


 


ARTICLE 1

DEFINITIONS


 


1.1           Definitions.  For purposes of this Exhibit D, the
following terms shall have the following meanings:


 


“Contract Year” means each consecutive twelve (12) month period following
the Effective Date of the Master Agreement.


 


“Products” means, Southern Lumber, Western Lumber, Hardwood Lumber, Treated
Lumber and such other products as may be added from time to time upon the mutual
agreement of Seller and Buyer.  For the avoidance
of doubt, Buyer acknowledges and agrees that Seller reserves the right to change
the name associated with any of the Products for marketing or other purposes, and
the definition of “Products” shall include all products substantially similar to
the Products listed above, regardless of the name given to such products.


 


1.2           Other Definitional Provisions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Master Agreement.


 


ARTICLE 2

PURCHASE AND SUPPLY REQUIREMENTS


 


2.1           Southern Lumber.  Each
Contract Year during the term hereof, Seller agrees to make available for sale to
Buyer*** of Southern Lumber (the
“Southern Lumber Minimum”), which amount shall be broken down to a designated number
of truckloads per week from the specified Seller mills.  The breakdown per mill attached hereto shall be
applicable for the first Contract Year following the Effective Date.  Contracted volumes/tallies may be revised, amended
or modified based on mutual agreement between Buyer and Seller.


 


2.2           Green Douglas Fir and Hem Fir.  Each
Contract Year during the term hereof, Seller agrees to make available for sale to
Buyer*** of Green Douglas Fir and***
of Hem Fir (the “Green Douglas Fir and Hem
Fir Minimum”), which amount shall be broken down to a certain number of carloads/truckloads
per week from the specified Seller mills. 
The initial contracted volumes/tallies shall be as set forth in the Green
Douglas Fir and Hem Fir volume schedule attached hereto (the “Fir Volume Schedule”).  Contracted volumes/tallies may be revised, amended
or modified based on mutual agreement between Buyer and Seller.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


D-1





















 


2.3           Sale of Products*** Customers.  Notwithstanding anything to the contrary
set forth in the Master Agreement or in this Exhibit D,***.


 


ARTICLE 3

PRICING


 


The price of each of the designated Products shall be based on the following:


 


(a)           Pricing for the*** is set by*** that shall be*** and on a***
;


 


(b)           The price*** shall be determined on*** ;
and


 


(c)           Pricing for*** is set by***.


 


ARTICLE 4

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


 


4.1           Field Representatives.  Unless
otherwise agreed by the parties, Buyer agrees to employ field representatives to
perform certain services related to the Products to various customers of the Products,
as mutually agreed by the parties.  Such services
shall include, without limitation, in-store support, Product knowledge classes,
store aisle management, sign installation, materials inspections, literature stocking
and point of purchase display maintenance. 
Seller agrees to pay to Buyer*** ; provided, however, that Seller shall under no circumstances
be required to pay Buyer***.


 


4.2           Claims***.  In the event any claim (other than a personal
injury or infringement claim) is made with respect to a Product by Buyer’s customer
of such Product,*** agrees to*** and to*** settlement and resolution. *** shall be responsible for*** investigation of such claim.*** shall be responsible for*** settlement and resolution of such claim.*** shall be*** and for*** with the defense,
resolution or settlement thereof.


 


ARTICLE 5

TERM


 


Unless earlier terminated in accordance with the provisions of the Master
Agreement or this Exhibit D, the term of the agreement between Buyer and Seller
with respect to this Exhibit D and the incorporated terms of the Master Agreement
shall commence on the Effective Date and shall thereafter continue in effect until
the fifth (5th) anniversary of the Effective Date (the “Initial Term”).  Either party may terminate this Exhibit D and
the Master Agreement, solely as it relates to this Exhibit D, by giving two (2)
years prior written notice thereof to the other party, which written notice may
not be given by either party prior to the fourth (4th) anniversary of the Effective
Date.  If neither party has delivered a written
termination notice to the other party pursuant to the foregoing, following the Initial
Term the term of this agreement shall continue until either party terminates this
Exhibit D and the Master


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


D-2





















 


Agreement, solely as it relates to this Exhibit
D, by giving two (2) years prior written notice thereof to the other party.


 


ARTICLE 6

NOTICES


 


All notices and other communications required or permitted under the Master
Agreement or this Exhibit D shall be in writing and given to the parties at the
addresses listed below (or to such other address as shall at any time be designated
by any party in writing to the other party): 
(a) by certified U.S. mail, return receipt requested, postage prepaid; (b)
by facsimile transmission (provided confirmation of the receipt thereof is obtained);
(c) by a nationally-recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:


 


If to the Seller:      Georgia-Pacific Corporation

55 Park Place, 15th Floor

Atlanta, GA  30303

Attention:  Clayton Blanton

Phone:  404-652-8026

Fax:  404-230-5711


 


If to Buyer:            BlueLinx Corporation

4100 Wildwood Parkway

Atlanta, GA  30339

Attention:  Barbara V. Tinsley

Phone:  770-953-7089

Fax:  770-953-7008


 


All such notices shall be deemed effective (i) when actually delivered or
when sent by facsimile (upon electronic confirmation of receipt), (ii) three (3)
days after being deposited in the United States mail, first class, postage prepaid,
or (iii) one (1) day after being delivered to a nationally-recognized overnight
delivery service.


 


[NOTE:  Any Product Warranties will
be attached to this Exhibit D.]


 


D-3





















 


***Volume
Schedule


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


D-4





















 


***Schedule


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


D-5





















 


***Schedule


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


D-6





















 


EXHIBIT E


 


STRUCTURAL PANELS
PRODUCTS


 


The terms and conditions of the Master Agreement are incorporated herein
by reference.  In the event of any inconsistency
between this Exhibit E and the Master Agreement, the terms of this Exhibit E shall
control.


 


ARTICLE 1

DEFINITIONS


 


1.1           Definitions.  For purposes of this Exhibit E, the
following terms shall have the following meanings:


 


“Contract Year” means each consecutive twelve (12) month period following
the Effective Date of the Master Agreement.


 


“Non-Standard Products” means Products that are utility grade, shop grade,
rejects, decorative siding, on-grade production overruns, veneer and webstock.


 


“Products” means PlytaniumTM Brand Products (Ply-Bead® Panels, Radiant Barrier
Roof Sheathing, Sanded Panels, Sheathing, Siding and Sturd-I-Floor®), Oriented Strand
Board and Non-Standard Products, and such other products as may be added from time
to time upon the mutual agreement of Seller and Buyer.  For the avoidance of doubt, Buyer acknowledges
and agrees that Seller reserves the right to change the name associated with any
of the Products for marketing or other purposes, and the definition of “Products”
shall include all products substantially similar to the Products listed above, regardless
of the name given to such products.


 


1.2           Other Definitional Provisions.  Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Master Agreement.


 


ARTICLE 2

PURCHASE AND SUPPLY


 


2.1           Purchase Volumes.


 


(a)           Annual. 
During***, and except as otherwise provided in this
Section 2.1, Seller agrees to supply and Buyer agrees to purchase the following
volumes of Products:


 


***


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


E-1





















 


(b)           Weekly. 
Except as otherwise provided in this Section 2.1, Seller agrees to supply
to Buyer and Buyer agrees to purchase from Seller*** , and to attempt in good faith to supply to Buyer,
and if available Buyer agrees to purchase from Seller***.  In addition
to the *** , Seller agrees to attempt
in good faith to supply to Buyer, on***.  Buyer acknowledges that since the*** is a*** , Buyer may not*** any Products
in respect of the*** during some*** and may*** Products in*** of the*** during other***.  For the
avoidance of doubt, Buyer expressly acknowledges and agrees that Seller shall*** that is in*** of the***.  Buyer and Seller agree to cooperate in good faith
and to communicate with one another regarding production scheduling and Buyer’s
daily sales and inventory volumes in order to facilitate the purchase and sale of
Products.  Seller agrees to provide to Buyer
each*** hereof, a*** of the*** of Products that Buyer will*** during each of the following*** in respect of the***.


 


(c)           Volumes Subject to Variation.  Buyer expressly acknowledges and agrees that the
availability of the volumes set forth on Schedule 1 is subject to variation depending
upon a number of factors including, without limitation***.  In the
event Seller changes its ongoing production capacity,***.  The nature
of the relationship between Buyer and Seller with respect to the Products is such
that***.  In the event Seller is unable during any week
to supply any portion of the*** ,
then, as*** Seller will supply***.


 


(d)           Sanded Panels and Siding.  Notwithstanding anything to the contrary set forth
in this Exhibit E, Buyer acknowledges and agrees that Seller***.  Seller
agrees to*** Buyer to the*** , and Buyer agrees to***.


 


(e)           Sturd-I-Floor®.  Buyer acknowledges and agrees that Seller is*** Buyer to*** the Sturd-I-Floor® Product.  Buyer
agrees*** Seller during each*** during the term hereof; provided that
if*** to*** any portion of*** for the*** , Buyer shall have the***.


 


2.2           Failure to Purchase or Supply.


 


(a)           Buyer’s Obligations.  Subject to Section 2.2(c) hereof, in the event
Buyer fails to purchase any*** when
such*** is available for purchase
from Seller,***.  Buyer shall pay such amount to Seller within ten
(10) days following receipt of Seller’s invoice therefore.


 


(b)           Seller’s Obligations.  On average during each*** , Seller shall be obligated to supply to Buyer
at least the*** and the*** set forth on Schedule 1,***.  In the
event during any*** Seller fails
to supply at least the*** and the*** set forth on Schedule 1 (any shortfall amount
being the “Seller Shortfall”), then, with respect to the*** , Seller shall*** determined in accordance with Section 5 of the
Pricing Schedule.  Upon Seller’s agreement
to*** , Seller***.  Within***
following the*** , Seller shall*** to Buyer under this Section 2.2(b).


 


(c)           Shutdown of Seller’s Manufacturing Facilities.  In the event Seller shuts down or otherwise takes
any one or more of its manufacturing facilities for the Products “offline” as a
result of general market or economic conditions or for any other reason (in each
case, a “Shutdown”), Buyer and Seller*** during such Shutdown with respect to the***.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


E-2





















 


2.3           Sales*** Customers.*** acknowledges and agrees that*** has the*** to*** the Products*** set forth on Schedule 2(a) attached hereto.  During the term hereof, Buyer*** of the*** set forth on Schedule 2(a) attached hereto*** , except insofar as***.  In the
event Buyer is*** set forth on Schedule
2(a), then*** shall provide notice*** shall have the***.


 


2.4           Sale of the Products***. *** shall have the right to sell*** to*** identified on Schedule
2(b) attached hereto and incorporated herein by this reference.  During the term hereof, *** agrees not to*** of the Products*** other than (i) the sale of Products*** on Schedule 2(a), (ii) the*** on Schedule 2(b), and (iii) the*** Section 2.5 hereof.  Buyer expressly acknowledges and agrees that*** shall have the right to*** ; provided, however, that*** agrees not to*** set forth on Schedule 1 during any Contract Year***.


 


2.5           Sale of Products***  Customers.  Notwithstanding anything to the contrary
set forth in the Master Agreement or in this Exhibit E, Buyer acknowledges and agrees
that***.


 


2.6           Electronic Data Interchange.  Buyer
and Seller agree to utilize, at least to the extent historically utilized by Seller
with respect to the Products, electronic data interchange to facilitate the interaction
between Buyer and Seller for such functions as (but not limited to) order entry
and freight systems.  Buyer acknowledges and
agrees that Seller shall have the right to impose such reasonable restrictions on
Buyer’s access to Seller’s businesses processes or data to the extent necessary
to protect the Seller Proprietary Information in connection with such electronic
data interchange.


 


2.7           Marketing.  At Seller’s discretion, Seller agrees
to provide marketing aid to Buyer.  Such aid
may include, without limitation, marketing and promotion through Product Literature
and print advertising.  Buyer will use reasonable
efforts to implement any marketing programs reasonably suggested by Seller.  Seller may pay to Buyer sales incentives to assist
Buyer in motivating Buyer’s employees.


 


ARTICLE 3

PRICING


 


(a)           The price*** for each of the Products shall be determined on*** and on***.  The parties acknowledge and agree
that,***.  Notwithstanding anything to the contrary set forth
in this Article 3,***.


 


(b)           Notwithstanding subsection (a) of this Article
3,***.


 


(c)           Notwithstanding subsection (a) of this Article
3, Buyer and Seller agree that***.


 


(d)           The prices to be paid by Buyer to Seller***.


 


(e)           Seller agrees to***.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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ARTICLE 4

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


 


4.1           Field Representatives.  Buyer
agrees to employ field representatives to perform certain services related to the
Products to*** as long as they are
customers of the Products.  Such services
shall include, without limitation, in-store support, Product knowledge classes,
store aisle management (including Product rotation), sign installation, materials
inspections, literature stocking and point of purchase display maintenance.  Seller agrees to pay to Buyer*** ; provided, however, that Seller
shall under no circumstances be required to pay Buyer***.


 


4.2           Claims***.


 


(a)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by a
customer of such Product and such claim*** hereby authorizes*** , and*** shall be*** , to*** such claim.*** shall not*** regarding the resolution or settlement of such claims.


 


(b)           Claims***.  In the event any claim (other than
a personal injury or infringement claim) is made with respect to a Product by a
customer of such Product and such claim*** agrees to*** and to*** settlement and resolution.*** shall be responsible for*** investigation of such claim.*** shall be responsible for*** resolution or settlement of such claim.*** shall be*** and for*** with the defense,
resolution or settlement thereof.


 


ARTICLE 5

TERM


 


Unless earlier terminated in accordance with the provisions of the Master
Agreement or this Exhibit E, the term of the agreement between Buyer and Seller
with respect to, this Exhibit B and the incorporated terms of the Master Agreement
shall commence on the Effective Date and shall thereafter continue in effect until
the fifth (5th) anniversary of the Effective Date (the “Initial Term”).  Either party may terminate this Exhibit E and
the Master Agreement, solely as it relates to this Exhibit E, by giving two (2)
years prior written notice thereof to the other party, which written notice may
not be given by either party prior to the fourth (4th) anniversary of the Effective
Date.  If neither party has delivered a written
termination notice to the other party pursuant to the foregoing, following the Initial
Term the term of this agreement shall continue until either party terminates this
Exhibit E and the Master Agreement, solely as it relates to this Exhibit E, by giving
two (2) years prior written notice thereof to the other party.


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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ARTICLE 6

NOTICES


 


All notices and other communications required or permitted under the Master
Agreement or this Exhibit E shall be in writing and given to the parties at the
addresses listed below (or to such other address as shall at any time be designated
by any party in writing to the other parties): 
(a) by certified U.S. mail, return receipt requested, postage prepaid; (b)
by facsimile transmission (provided confirmation of the receipt thereof is obtained);
(c) by a nationally-recognized overnight courier service (e.g., Federal Express);
or (d) by hand-delivery:


 


If to the Seller:      Georgia-Pacific Corporation

55 Park Place, 19th Floor

Atlanta, GA  30303

Attention:  Ronald L. Paul

Phone:  404-652-8404

Fax:  404-487-4365


 


If to Buyer:            BlueLinx Corporation

4100 Wildwood Parkway

Atlanta, GA  30339

Attention:  Barbara V. Tinsley

Phone:  770-953-7089

Fax:  770-953-7008


 


All such notices shall be deemed effective (i) when actually delivered or
when sent by facsimile (upon electronic confirmation of receipt), (ii) three (3)
days after being deposited in the United States mail, first class, postage prepaid,
or (iii) one (1) day after being delivered to a nationally-recognized overnight
delivery service.


 


[NOTE:  Any Product Warranties will
be attached to this Exhibit E.]


 


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SCHEDULE 1


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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SCHEDULE 2(a)


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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SCHEDULE 2(b)


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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*** SCHEDULE:***


 


***


 










*** Portions hereof
have been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment in accordance with Rule 406 of
the Securities Act.


 


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