Exhibit
10.18


 


FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT


 


THIS FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of
October 26, 2004, is entered into by and among the financial institutions
signatory hereto (each a “Lender” and collectively the “Lenders”),
Congress Financial Corporation, a Delaware corporation (“Congress”), as
administrative and collateral agent for the Lenders and for the Bank Product
Providers (in such capacity, “Administrative and Collateral Agent”) and
Congress and Goldman Sachs Credit Partners, L.P., a Bermuda limited partnership
(“GSCP”), as co-lead arrangers for the credit facility (in such
capacities, each a “Co-Lead Arranger” and collectively the “Co-Lead
Arrangers”) and as co-syndication agents for the credit facility (in such
capacities, each a “Co-Syndication Agent” and collectively the “Co-Syndication
Agents”), Bank of America, N.A., Wells Fargo Foothill, LLC, and JPMorgan
Chase Bank as documentation agents (in such capacities, each a “Documentation
Agent” and collectively the “Documentation Agents”) and BlueLinx
Corporation, a Georgia corporation (“Borrower”).


 


RECITALS


 


A.          Borrower,
Administrative and Collateral Agent, the Co-Lead Arrangers, the Co-Syndication
Agents, the Documentation Agents and the Lenders have previously entered into
that certain Loan and Security Agreement dated May 7, 2004 (the “Loan
Agreement”), pursuant to which the Lenders have made certain loans and
financial accommodations available to Borrower. Terms used herein without
definition shall have the meanings ascribed to them in the Loan Agreement.


 


B.           Parent
is making an initial public offering of its common stock pursuant to that
certain Registration Statement on Form S-l (Registration No. 333-118750) filed
with the Securities and Exchange Commission on September 2, 2004, and all
amendments thereto (the “IPO”).


 


C.           Borrower, Administrative and Collateral
Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the Documentation
Agents and the Lenders now wish to amend the Loan Agreement and consent to
certain events on the terms and conditions set forth herein.


 


D.           Borrower
is entering into this Amendment with the understanding and agreement that,
except as specifically provided herein, none of Administrative and Collateral
Agent’s, either Co-Lead Arranger’s, either Co-Syndication Agent’s, cither
Documentation Agent’s or any Lender’s rights or remedies as set forth in the
Loan Agreement is being waived or modified by the terms of this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 






















 


1.             Amendments to Loan Agreement. Upon the consummation of the IPO, upon
Parent making a capital contribution to Borrower in an amount of at least One
Hundred Million Dollars ($100,000,000), and upon prepayment of the Indebtedness
of Borrower under the Term Loan Agreement in accordance with Section 2 of this
Amendment:


 


(a)           The following is hereby added to the Loan Agreement as Section 1.2.1:


 


“ ‘Acquisition’
shall mean (a) any Stock Acquisition, or (b) any Asset Acquisition.”


 


(b)          The following is hereby added to the Loan Agreement as Section 1.8.1:


 


“ ‘Asset Acquisition’
shall mean the purchase or other acquisition by Borrower of all or
substantially all of the assets of any other Person engaged in substantially
the same or a related business as Borrower.”


 


(c)           The following is hereby added to the Loan Agreement as Section 1.80.1:


 


“ ‘Modified Adjusted
Excess Availability’ shall mean the amount, as determined by Administrative
and Collateral Agent, calculated at any time, equal to: (a) Excess Availability
minus (b) the sum of: (i) the aggregate amount of outstanding and unpaid
trade payables and other obligations of Borrower which are more than thirty
(30) days past due as of the end of the month most recently ended, plus (ii)
the amount of checks issued by Borrower to pay trade payables and other
obligations which are more than thirty (30) days past due as of the end of the
month most recently ended.”


 


(d)          The following is hereby added to the Loan Agreement as Section 1.93.1:


 


“ ‘Permitted
Acquisitions’ shall mean any Acquisition so long as: (a) Modified Adjusted
Excess Availability at all times for the thirty (30) day period prior to the
closing date for such Acquisition, and on the closing date for such Acquisition
after giving effect to such proposed Acquisition, shall be equal to or greater
than $70,000,000; (b) no Default or Event of Default has occurred and is
continuing or would result from the consummation of the proposed Acquisition;
(c) both before and after giving effect to such proposed Acquisition, Borrower’s
Fixed Charge Coverage Ratio, on a consolidated basis, shall not be less than
1.1 to 1.0; (d) Borrower shall have provided Administrative and Collateral
Agent with written notice of the proposed Acquisition not less than ten (10)
Business Days prior to the anticipated closing date of the subject Acquisition;
(e) Administrative and Collateral Agent, for the ratable benefit of the Lenders
and the Bank Product Providers, shall be granted a first priority security
interest (subject to the security interests, mortgages, pledges, liens, charges
and other encumbrances otherwise permitted under Section 9.8 hereof) in all
assets (including any Capital Stock) acquired by Borrower and all assets
(including any Capital Stock) owned by any Person acquired by Borrower as part
of such Acquisition and the Borrower shall, and shall cause any applicable
Subsidiary to, execute any documents and take all actions that may be required
under applicable law or that Administrative and


 


2






















 


Collateral Agent may
reasonably request, in order to grant, preserve, protect and perfect such
security interest, all in form and substance satisfactory to Administrative and
Collateral Agent; and (f) in the case of a Stock Acquisition, in Administrative
and Collateral Agent’s election, either (i) Borrower shall cause the acquired
Person to execute a general continuing secured guaranty in favor of
Administrative and Collateral Agent, for itself and the ratable benefit of the
Lenders and the Bank Product Providers, in form and substance satisfactory to
Administrative and Collateral Agent; or (ii) the acquired Person shall become a
borrower subject to the terms hereunder and subject to such acquired Person and
Borrower executing such documentation requested by Administrative Agent in its
reasonable discretion.”


 


(e)           The following is hereby added to the Loan Agreement as Section 1.131.1


 


“ ‘Stock Acquisition’
shall mean the purchase or other acquisition by Borrower of all or
substantially all of the Capital Stock of any other Person engaged in
substantially the same or a related business as Borrower.”


 


(f)           Section 1.91 of the Loan Agreement is hereby amended and restated to
read in its entirety as follows:


 


“ ‘Parent’ shall
mean BlueLinx Holding Inc., a Delaware corporation, as successor in interest by
merger to ADP Distribution Holdings Inc., a Georgia corporation.”


 


(g)          Section 1.23 of the Loan Agreement is hereby amended and restated to
read in its entirety as follows:


 


“ ‘Change of Control’
shall mean (a) the liquidation or dissolution of Borrower or the adoption of a
plan by the stockholders of Borrower relating to the dissolution or liquidation
of Borrower; (b) the failure of the Permitted Holders to, directly or
indirectly, own and control at least thirty percent (30%) of the Voting Stock
of Borrower if either: (i) any other Person and/or one or more of its
Affiliates, collectively, own or control more of the Voting Stock of Borrower
than the Permitted Holders; or (ii) any other Person and/or one or more of its
Affiliates, collectively, own or control more than twenty percent (20%) of the
Voting Stock of Borrower; (c) the failure of the Permitted Holders to, directly
or indirectly, own and control at least thirty percent (30%) of the Capital
Stock of Borrower if either: (i) any other Person and/or one or more of its
Affiliates, collectively, own or control more of the Capital Stock of Borrower
than the Permitted Holders; or (ii) any other Person and/or one or more of its
Affiliates, collectively, own or control more than twenty percent (20%) of the
Capital Stock of Borrower; or (d) the failure of Borrower to own one hundred
percent (100%) of the Capital Stock of each of its Subsidiaries that is an
Obligor or is otherwise party to any of the Financing Agreements.”


 


(h)           Section 1.69(b) of the Loan Agreement is hereby amended and restated to
read in its entirety as follows:


 


3






















 


“(b)         So
long as no Event of Default has occurred and is continuing, beginning with the
first Interest Period commencing after Administrative and Collateral Agent’s
timely receipt of Borrower’s financial statements required to be delivered
pursuant to this Agreement for the second full fiscal quarter elapsing after
the date of this Agreement, and for each Interest Period commencing after
delivery of Borrower’s financial statements required to be delivered pursuant
to this Agreement for each fiscal quarter thereafter, effective on the first
day of such Interest Period, the Interest Rate will be adjusted to be: (i) as
to Prime Rate Loans, a per annum rate equal to the Prime Rate plus the
“Applicable Prime Rate Margin” set forth below based on either (A) Borrower’s
Adjusted EBITDA as of the end of such fiscal quarter when determined as of a fiscal
quarter ending prior to the date that is 12 fiscal months after the Closing
Date or (B) Borrower’s EBITDA as of the end of such fiscal quarter when
determined as of a fiscal quarter ending after the date that is 12 fiscal
months after the Closing Date; and (ii) as to Eurodollar Rate Loans, a per
annum rate equal to the Adjusted Eurodollar Rate (based on the Eurodollar Rate
applicable for the Interest Period selected by Borrower as in effect three (3)
Business Days after the date of receipt by Administrative and Collateral Agent
of the request of Borrower for such Eurodollar Rate Loans in accordance with
the terms hereof, whether such rate is higher or lower than any rate previously
quoted to Borrower) plus the “Applicable Eurodollar Rate Margin” set forth
below based on either (A) Borrower’s Adjusted EBITDA as of the end of such
fiscal quarter if determined as of a fiscal quarter ending prior to the date
that is 12 fiscal months after the Closing Date or (B) Borrower’s EBITDA as of
the end of such fiscal quarter for the prior 12 month period then ended if
determined as of a fiscal quarter ending after the date that is 12 fiscal
months after the Closing Date; provided, however, in each case,
if the Borrower has not delivered the financial statements required to be
delivered to Administrative and Collateral Agent hereunder within the time
frames specified herein, without limiting any other provision of this
Agreement, until such financial statements are delivered to Administrative and
Collateral Agent in accordance with this Agreement, the Interest Rate shall be
calculated using the highest Applicable Prime Rate Margin or the highest
Applicable Eurodollar Rate Margin, as applicable, set forth below:


 


	
   

  	
   

  	
  Applicable

  	
   

  	
  Applicable

  	
   

  
	
  EBITDA

  	
   

  	
  Prime Rate Margin

  	
   

  	
  Eurodollar Rate Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $160,000,000

  	
   

  	
  0.25

  	
   

  	
  1.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $130,000,000 but equal to or less than $160,000,000

  	
   

  	
  0.50

  	
   

  	
  2.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $100,000,000 but equal to or less than $130,000,000

  	
   

  	
  0.75

  	
   

  	
  2.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $70,000,000 but equal to or less than $100,000,000

  	
   

  	
  1.00

  	
   

  	
  2.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less
  than $70,000,000

  	
   

  	
  1.25

  	
   

  	
  2.75

  	
  ”

  



 


4






















 


 


(i)            Clause (a) of Section 9.2 of the Loan
Agreement is hereby amended and restated to read in its entirety as follows:


 


“(a)         gives Administrative and Collateral Agent thirty (30) days prior
written notice from Borrower of the intended opening of any such new location
(or ten (10) days prior written notice of the intended opening if such new
location is acquired in connection with a Permitted Acquisition) and”


 


(j)            Section 9.6(c) of the Loan Agreement is
hereby amended and restated to read in its entirety as follows:


 


“(c)         Borrower shall promptly after the sending or filing thereof furnish or
cause to be furnished to Administrative and Collateral Agent copies of all
reports which Borrower or Parent sends to its stockholders generally and copies
of all reports and registration statements which Borrower or Parent files with
the Securities and Exchange Commission, any national securities exchange or the
National Association of Securities Dealers, Inc.”


 


(k)           Sections 9.7(b)(ii) and (iii) of the Loan Agreement are hereby amended
and restated to read in their entirety as follows:


 


“(ii)         the disposition of worn-out or obsolete Equipment so long as (A) any
proceeds are deposited to the Blocked Account or, so long as the Term Loan
Intercreditor Agreement is in effect, a deposit or investment account that
constitutes Term Loan Priority Collateral, and (B) such sales do not involve
Equipment having an aggregate fair market value in excess of Twenty Million
Dollars ($20,000,000) for all such Equipment disposed of in any fiscal year of
Borrower; provided, however, if such sales of Equipment in any
fiscal year involve Equipment having an aggregate fair market value of less
than $20,000,000 (such difference referred to herein as an “Unused Equipment
Sale Allowance”), up to $10,000,000 of such Unused Equipment Sale Allowance
may be sold in the succeeding fiscal year;


 


5






















 


(iii)          the disposition of assets other than Accounts, Inventory or worn-out or
obsolete Equipment so long as (A) any proceeds are deposited to the Blocked
Account or, so long as the Term Loan Intercreditor Agreement is in effect, a
deposit or investment account that constitutes Term Loan Priority Collateral,
and (B) such sales do not involve assets having an aggregate fair market value
in excess of Twenty Million Dollars ($20,000,000) for all such assets disposed
of in any fiscal year of Borrower; and”


 


(l)            The following is hereby added to the Loan
Agreement as Section 9.7(b)(v):


 


“(v)         the sale and leaseback of Equipment so long as (A) any proceeds are
deposited to the Blocked Account or, so long as the Term Loan Intercreditor
Agreement is in effect, a deposit or investment account that constitutes Term
Loan Priority Collateral, and (B) such sale and leaseback transactions do not
involve Equipment having an aggregate fair market value in excess of Ten
Million Dollars ($10,000,000) for all such Equipment sold and leased in such
transactions in any fiscal year of Borrower;”


 


(m)          Sections 9.9(b) and (c) of the Loan Agreement are hereby amended and
restated to read in their entirety as follows:


 


“(b)         purchase money Indebtedness (including Capital Leases) arising after
the date hereof to the extent secured by purchase money security interests in
Equipment (including Capital Leases) not to exceed Twenty Million Dollars
($20,000,000) in the aggregate at any time outstanding so long as such security
interests do not apply to any property of Borrower or any Subsidiary of
Borrower other than the Equipment so acquired, and the Indebtedness secured
thereby does not exceed the cost of the Equipment so acquired;


 


(c)           purchase money mortgages on Real Property not to exceed Thirty-Five
Million Dollars ($35,000,000) in the aggregate at any time outstanding so long
as such mortgages do not apply to any property of Borrower or any Subsidiary of
Borrower other than the Real Property so acquired, and the Indebtedness secured
thereby does not exceed the cost of the Real Property so acquired;”


 


(n)           Section 9.9(j) of the Loan Agreement is hereby amended and restated to
read in its entirety as follows:


 


“(j)          to the extent subject to the intercompany subordination agreement
described in Section 4.1(1) and otherwise permitted under Section 9.10 hereof
(i) Indebtedness of Borrower or its Subsidiaries to any other Subsidiary or
Borrower, (ii) Indebtedness of a Subsidiary of Borrower to Borrower, or (iii)
Indebtedness of Borrower to Parent;”


 


(o)           Section 9.9(o) of the Loan Agreement is hereby amended and restated to
read in its entirety as follows:


 


6






















 


“(o)         unsecured Indebtedness of Borrower to any third person arising after
the date hereof in an amount at any one time outstanding not to exceed
Twenty-Five Million Dollars ($25,000,000) in the aggregate for all such
Indebtedness to all such third persons; provided, that, (i)
Borrower may only make regularly scheduled payments of principal and interest
in respect of such Indebtedness in accordance with the terms of the agreement
or instrument evidencing or giving rise to such Indebtedness, (ii) Borrower
shall not, directly or indirectly, (A) without the prior written consent of
Administrative and Collateral Agent, amend, modify, alter or change the terms
of such Indebtedness in a manner materially more adverse to the Lenders or so
as to make the terms thereof materially more burdensome or restrictive to
Borrower, in each case, than the terms thereof in effect prior to such
amendment, modification, alteration or change, or (B) redeem, retire, defease,
purchase or otherwise acquire such Indebtedness, or set aside or otherwise
deposit or invest any sums for such purpose, and (iii) Borrower shall furnish
to Administrative and Collateral Agent all material notices or demands in
connection with such Indebtedness either received by Borrower or on its behalf,
promptly after the receipt thereof, or sent by Borrower or on its behalf,
concurrently with the sending thereof, as the case may be; and”


 


(p)           The following is hereby added to the Loan Agreement as Section 9.9(p):


 


“(p)         unsecured Indebtedness of Borrower to sellers incurred as part of the
purchase price in connection with any Permitted Acquisitions not to exceed
Twenty-Five Million Dollars ($25,000,000) in the aggregate at any one time
outstanding, so long as such Indebtedness is subordinated to the Obligations
under terms and conditions reasonably satisfactory to Administrative and
Collateral Agent.”


 


(q)           The following is hereby added to the Loan Agreement as Section 9.10(i):


 


“(i)          investments made by Borrower in connection with a Permitted
Acquisitions; provided, however, in the case of a Permitted
Acquisition which is an Asset Acquisition, the assets acquired by Borrower
shall not be included in the calculation of the Borrowing Base until the
Administrative and Collateral Agent shall have had the opportunity to perform a
field examination and appraisal through its examiners or through
representatives that it may retain in order to determine the eligibility of
such assets for inclusion in the calculation of the Borrowing Base.”


 


(r)            Section 9.11(e) of the Loan Agreement is
hereby amended and restated to read in its entirety as follows:


 


“(e)         commencing at the conclusion of Borrower’s fiscal year ending 2004,
Borrower may pay dividends to Parent in an aggregate amount not to exceed the
sum of (x) 50% of Borrower’s cumulative Net Income earned since the Closing
Date; (y) 50% of the first $100,000,000 of capital contributions made by Parent
to Borrower after October 26, 2004; and (z) 100% of each capital contribution
made by Parent to Borrower after such first $100,000,000 of capital contributions;
so


 


7






















 


long as: (i) Borrower does
not pay dividends to Parent in excess of Twenty-Five Million Dollars
($25,000,000) in the aggregate in any fiscal year of Borrower; (ii) no Default
or Event of Default exists at the time of any such dividend or would occur
after giving effect thereto; (iii) both immediately before and after giving
effect to any such dividend, Modified Adjusted Excess Availability is at least
$70,000,000; and (iv) prior to the making of any such dividend, Administrative
and Collateral Agent shall have received Borrower’s unaudited internally
prepared financial statements for the fiscal quarter immediately preceding the
date of such dividend, accompanied by a certificate of Borrower’s chief
financial officer as to Borrower’s compliance with the terms of this Section
9.11(e) together with such supporting documentation therefor as Administrative
and Collateral Agent may reasonably request.”


 


2.             Consent
to Prepayment of Indebtedness of Borrower under the Term Loan Agreement. Notwithstanding Section 9.9(g)(ix)
of the Loan Agreement, Lenders hereby consent to the prepayment in full of the
Indebtedness of Borrower under the Term Loan Agreement so long as such
prepayment is made with the proceeds of the IPO through a capital contribution
from Parent to Borrower otherwise permitted under the Loan Agreement.


 


3.             Consent
to Amendment of Affiliate Lease. Notwithstanding Section 9.12(a) of the Loan Agreement, Lenders hereby
consent to the amending of the Affiliate Lease pursuant to that certain Amended
and Restated Master Lease Agreement, dated on or about the date hereof, a copy
of which is attached hereto as Exhibit A.


 


4.             Effectiveness
of this Amendment.
Administrative and Collateral Agent must have received the following items, in
form and content acceptable to Administrative and Collateral Agent, before this
Amendment, and the consents provided for herein are effective.


 


(a)          Amendment. This Amendment fully executed in a sufficient number of counterparts
for distribution to all parties.


 


(b)          Amendment Fee. For the benefit of Administrative and
Collateral Agent, a non-refundable amendment fee in the amount of Fifty-Five
Thousand Dollars ($55,000), which fee is fully earned as of and due and payable
on the date hereof.


 


(c)          Accommodation Fee. For the ratable benefit of the Lenders, a
non-refundable accommodation fee in the amount of Nine Hundred Forty-Five
Thousand Dollars ($945,000), which fee is fully earned as of and due and
payable on the date hereof.


 


(d)          Representations and Warranties. The representations and warranties set
forth herein and in the Loan Agreement must be true and correct.


 


(e)          Mortgage Agreements. Mortgagee agreements for any premises
owned by Parent and leased to Borrower, in form and substance reasonably
satisfactory to Administrative and Collateral Agent, executed and delivered by
Column Financial, Inc., a Delaware corporation, as the new mortgagee for such
premises.


 


8






















 


(f)            No Default. No event has occurred and is continuing
that constitutes an Event of Default.


 


(g)           Other Required Documentation. All other documents and legal matters in
connection with the transactions contemplated by this Amendment shall have been
delivered or executed or recorded and shall be in form and substance reasonably
satisfactory to Administrative and Collateral Agent.


 


5.             Representations and Warranties. Borrower represents and warrants as
follows:


 


(a)          Authority. Borrower has the requisite corporate power and authority to execute
and deliver this Amendment, and to perform its obligations hereunder and under
the Financing Agreements (as amended or modified hereby) to which it is a
party. The execution, delivery and performance by Borrower of this Amendment
have been duly approved by all necessary corporate action and no other
corporate proceedings are necessary to consummate such transactions.


 


(b)          Enforceability. This Amendment has been duly executed and
delivered by Borrower. This Amendment and each Financing Agreement (as amended
or modified hereby) is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, and is in full force
and effect.


 


(c)          Representations and Warranties. The representations and warranties
contained in each Financing Agreement (other than any such representations or
warranties that, by their terms, are specifically made as of a date other than
the date hereof) are correct on and as of the date hereof as though made on and
as of the date hereof.


 


(d)          Due Execution. The execution, delivery and performance
of this Amendment are within the power of Borrower, have been duly authorized
by all necessary corporate action, have received all necessary governmental
approval, if any, and do not contravene any law or any contractual restrictions
binding on Borrower.


 


(e)          No Default. No event has occurred and is continuing
that constitutes an Event of Default.


 


6.            Choice
of Law. The validity of
this Amendment, its construction, interpretation and enforcement, the rights of
the parties hereunder, shall be determined under, governed by, and construed in
accordance with the internal laws of the State of New York governing contracts
only to be performed in that State.


 


7.            Counterparts. This Amendment may be executed in any
number of counterparts and by different parties and separate counterparts, each
of which when so executed and delivered, shall be deemed an original, and all
of which, when taken together, shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile or a substantially similar electronic transmission shall have the
same force and effect as the delivery of an original executed counterpart of
this Amendment. Any party delivering an executed counterpart of this Amendment
by telefacsimile or a substantially similar electronic transmission shall also
deliver an original executed counterpart,


 


9






















 


but the failure to do so shall not affect
the validity, enforceability or binding effect of such agreement.


 


8.            Reference
to and Effect on the Financing Agreements.


 


(a)          Upon and after the effectiveness of this Amendment, each reference in
the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Loan Agreement, and each reference in the other
Financing Agreements to “the Loan Agreement”, “thereof” or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement as modified and amended hereby.


 


(b)          Except as specifically amended above, the Loan Agreement and all other
Financing Agreements, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed and shall constitute the
legal, valid, binding and enforceable obligations of Borrower to Administrative
and Collateral Agent, the Co-Lead Arrangers, the Co-Syndication Agents, the
Documentation Agents and the Lenders.


 


(c)          The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of Administrative and Collateral Agent, either Co-Lead Arranger, either
Co-Syndication Agent, either Documentation Agent or any Lender under any of the
Financing Agreements, nor constitute a waiver of any provision of any of the
Financing Agreements.


 


(d)          To the extent that any terms and conditions in any of the Financing
Agreements shall contradict or be in conflict with any terms or conditions of
the Loan Agreement, after giving effect to this Amendment, such terms and
conditions are hereby deemed modified or amended accordingly to reflect the
terms and conditions of the Loan Agreement as modified or amended hereby.


 


9.            Ratification. Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Loan Agreement, as
amended hereby, and the Financing Agreements effective as of the date hereof.


 


10.           Estoppel. To induce Lenders to enter into this Amendment and to continue to
make advances to Borrower under the Loan Agreement, Borrower hereby
acknowledges and agrees that, as of the date hereof, there exists no right of
offset, defense, counterclaim or objection in favor of Borrower as against
Administrative and Collateral Agent, either Co-Lead Arranger, either
Co-Syndication Agent, either Documentation Agent or any Lender with respect to
the Obligations.


 


11.           JURY TRIAL WAIVER.      BORROWER,
EACH AGENT AND EACH LENDER HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AMENDMENT, THE
LOAN AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
IN RESPECT OF THIS AMENDMENT, THE LOAN AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER
NOW


 


10






















 


EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWER, EACH AGENT AND EACH LENDER
HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AMENDMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


12.          Integration. This Amendment, together with the other
Financing Agreements, incorporates all negotiations of the parties hereto with
respect to the subject matter hereof and is the final expression and agreement
of the parties hereto with respect to the subject matter hereof.


 


13.          Severability. In case any provision in this Amendment
shall be invalid, illegal or unenforceable, such provision shall be severable
from the remainder of this Amendment and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


[Remainder
of Page Left Intentionally Blank]


 


11






















 


IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.


 


 


BORROWER


 


BLUELINX CORPORATION


 


 


	
  By:

  	
  /s/ David J. Morris

  	
   

  
	
  Name:

  	
  David J. Morris

  	
   

  
	
  Title:

  	
    Vice President

  	
   

  
					



 


 


AGENTS


 


CONGRESS FINANCIAL CORPORATION, 


as Administrative and Collateral Agent,
Co-Lead 


Arranger and Co-Syndication Agent


 


 


	
  By:

  	
  /s/ James O'Connell

  	
   

  
	
  Name:

  	
  James O'Connell

  	
   

  
	
  Title:

  	
    AVP

  	
   

  
					



 


 


GOLDMAN SACHS CREDIT PARTNERS,


L.P.,


as Co-Lead Arranger and Co-Syndication


Agent


 


 


	
  By:

  	
  /s/ Stephen King

  	
   

  
	
  Name:

  	
  Stephen King

  	
   

  
	
  Title:

  	
    Authorized Signatory

  	
   

  
					



 






















 


DOCUMENTATION AGENTS


 


BANK OF AMERICA, N.A.,

as a Documentation Agent


 


 


	
  By:

  	
  /s/ Jang S. Kim

  	
   

  
	
  Name:

  	
  JANG S. KIM

  	
   

  
	
  Title:

  	
    VP

  	
   

  
					



 


 


WELLS FARGO FOOTHILL, LLC,

as a Documentation Agent


 


 


	
  By:

  	
  /s/ Juan Barrera

  	
   

  
	
  Name:

  	
  Juan Barrera

  	
   

  
	
  Title:

  	
    Vice
  President

  	
   

  
					



 


 


JPMORGAN CHASE BANK,

as a Documentation Agent


 


 


	
  By:

  	
  /s/ James M. Dailey

  	
   

  
	
  Name:

  	
  James M. Dailey

  	
   

  
	
  Title:

  	
    Vice
  President

  	
   

  
					



 






















 


LENDERS


 


CONGRESS FINANCIAL CORPORATION


 


 


	
  By:

  	
  /s/ James O’Connell

  	
   

  
	
  Name:

  	
  JAMES O’CONNELL

  	
   

  
	
  Title:

  	
    AVP

  	
   

  
					



 


 


BANK OF AMERICA, N.A.


 


 


	
  By:

  	
  /s/ Jang S. Kim

  	
   

  
	
  Name:

  	
  Jang S. Kim

  	
   

  
	
  Title:

  	
    VP

  	
   

  
					



 


 


WELLS FARGO FOOTHILL, LLC


 


 


	
  By:

  	
  /s/ Juan Barrera

  	
   

  
	
  Name:

  	
  Juan Barrera

  	
   

  
	
  Title:

  	
    Vice
  Presient

  	
   

  
					



 


 


GENERAL ELECTRIC CAPITAL

CORPORATION


 


 


	
  By:

  	
  /s/ Scott J. Lorimer

  	
   

  
	
  Name:

  	
  Scott J. Lorimer

  	
   

  
	
  Title:

  	
    ITS
  Duly Authorized Signatory

  	
   

  
					



 


 


GMAC COMMERCIAL FINANCE LLC


 


 


	
  By:

  	
  /s/ Robert J. Brandow

  	
   

  
	
  Name:

  	
  Robert J. Brandow

  	
   

  
	
  Title:

  	
    Director

  	
   

  
					



 






















 


ING CAPITAL LLC


 


 


	
  By:

  	
       /s/
  William C.
  Beddingfield

  	
   

  
	
  Name:

  	
  William C.
  Beddingfield

  	
   

  
	
  Title:

  	
     Managing Director

  	
   

  
					



 


 


THE CIT GROUP/BUSINESS CREDIT, INC.


 


 


	
  By:

  	
       /s/
  Anthony Lavinio

  	
   

  
	
  Name:

  	
  Anthony Lavinio

  	
   

  
	
  Title:

  	
     Vice President

  	
   

  
					



 


 


JPMORGAN CHASE BANK


 


 


	
  By:

  	
       /s/
  James M. Dailey

  	
   

  
	
  Name:

  	
  James M. Dailey

  	
   

  
	
  Title:

  	
     Vice President