exhibit101sixthamendment






                                                                                                              SIXTH AMENDMENT                     TO CREDIT AND GUARANTY AGREEMENT               SIXTH AMENDMENT (this “Agreement”) dated as of April 1, 2020 among BlueLinx  Holdings Inc. (the “Borrower”), the “Guarantors” referred to on the signature pages hereto, the Lenders  executing this Agreement on the signature pages hereto and HPS INVESTMENT PARTNERS, LLC, in its  capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to  below.               WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto and the  Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as of April 13, 2018  (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”).               WHEREAS, the Credit Parties, the Lenders party hereto constituting the Requisite Lenders  and the Administrative Agent desire to amend the Credit Agreement on the terms set forth herein.               NOW THEREFORE, in consideration of the premises and covenants contained herein and  for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the parties hereto hereby agree as follows:               Section 1.  Definitions.  Except as otherwise defined in this Agreement, terms defined  in the Credit Agreement, after giving effect to this Agreement, are used herein as defined therein.  This  Agreement shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit  Documents.               Section 2.  Amendments.  Subject  to  the  satisfaction  of  the  conditions  precedent  specified in Section 4 below, effective as of the Sixth Amendment Effective Date, the Credit Agreement is  hereby amended as follows:                     (a)   The following new definition shall be added to Section 1.1 of the Credit              Agreement in the appropriate alphabetical order:                     “Sixth Amendment Effective Date” means April 1, 2020.                     (b)   Section  1.4  of  the  Credit  Agreement  shall  be  amended  by  adding  the              following clause (f) immediately following clause (e) thereof:                     “(f)  Notwithstanding anything to the contrary contained herein, for purposes              of determining compliance with the financial covenant set forth in Section 6.7 in respect              of the Fiscal Quarter ending March 28, 2020, in the event that the Borrower has made              mandatory prepayments of the Loans under Section 2.10(a) during the period commencing              on March 29, 2020, and ending on, and including, the Sixth Amendment Effective Date,              the principal amount of the Loans included in Consolidated Total Debt for purposes of              calculating the Total Net Leverage Ratio for the Fiscal Quarter ending March 28, 2020,              shall be  calculated  giving  effect to such mandatory prepayments  as if they were  made              during the applicable Measurement Period.”                     (c)   Section 2.10(a) of the Credit Agreement shall be restated in its entirety as        follows:    34408.03700 





 






                            “(a)  Asset Sales.  Not later than the fifth Business Day following the date of        receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds (other        than from (x) the sale of any Specified Properties after the Third Amendment Effective        Date and (y) Permitted Leaseback Transactions), the Borrower shall prepay the Loans in        an aggregate amount equal to such Net Asset Sale Proceeds, together with accrued interest        thereon and any premium payable pursuant to Section 2.11; provided that (i) to the extent        any such Net Asset Sale Proceeds constitute proceeds of ABL Priority Collateral (including        the portion of Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral        from an Asset Sale of the Equity Interests of any Credit Party that owns ABL Priority        Collateral), then the mandatory prepayment pursuant to this Section 2.10(a) with respect        to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in an        amount equal to 100% of such Net Asset Sale Proceeds minus the amount of such Net        Asset Sale Proceeds that are then required to be used to prepay Indebtedness under the        ABL Credit Agreement, and (ii) (A) so long as no Default or Event of Default shall have        occurred and be continuing, and (B) to the extent that (x) such Net Asset Sale Proceeds        consist  of  proceeds  of  the  sale  of  Specified  Properties  prior  to  the  Third  Amendment        Effective Date, or (y) the Net Asset Sale Proceeds (other than from the sale of any Specified        Properties)  reinvested  in  accordance  with  this  Section  2.10(a)  from  the  Closing  Date        through the applicable date of determination, together with the aggregate amount of Net        Insurance/Condemnation Proceeds reinvested in accordance with Section 2.10(b) and Net        Extraordinary  Receipts  reinvested  in  accordance  with Section  2.10(f),  do  not  exceed        $15,000,000 in the aggregate, then, in each case, Borrower shall have the option, directly        or through one or more of its Subsidiaries, to invest (or commit to invest) all or a portion        of such Net Asset Sale Proceeds in long term productive assets of the general type used in        the business of the Borrower and its Subsidiaries within twelve (12) months of receipt        thereof (or, if committed to be reinvested within such twelve (12) month period, within six        (6) months of such twelve (12) month period); provided that with respect to any Net Asset        Sale  Proceeds  from  the  sale  of  any  Specified  Property  prior  to  the  Third  Amendment        Effective Date, such permitted reinvestment period shall end on April 1, 2020.  For the        avoidance of doubt, any Net Asset Sale Proceeds not so invested during such twelve (12)        month period (or, (x) in the case of commitments, within six (6) months of such twelve        (12) month period and (y) in the case of Net Asset Sale Proceeds from the sale of any        applicable Specified Property, by April 1, 2020) shall be required to be used to make a        mandatory prepayment of the Loans on or before the Business Day after such period ends.        Notwithstanding  the  foregoing  provisions  of  this Section  2.10(a),  the  Net  Asset  Sale        Proceeds of (I) any Specified Property sold after the Third Amendment Effective Date and        (II) any Permitted Leaseback Transaction shall be excluded from the requirements of this        Section 2.10(a) and shall instead be required to repay the Loans and applied in accordance        with Section 2.10(c) of this Agreement.”               (d)   Section 6.7  of the  Credit Agreement  shall be  restated  in  its  entirety  as  follows:               “6.7  Financial Covenant.  The Total Net Leverage Ratio as of the last day of        any Fiscal Quarter (commencing with the Fiscal Quarter ending September 29, 2018) shall        not exceed the corresponding ratio set forth below:                       Fiscal Quarter  Total Net Leverage                        Ending             Ratio                    September 29, 2018   8.25 to 1.00                                   2 





 






                             Fiscal Quarter  Total Net Leverage                              Ending             Ratio                          December 29, 2018    6.75 to 1.00                           March 30, 2019      8.00 to 1.00                            June 29, 2019      8.25 to 1.00                          September 28, 2019   7.50 to 1.00                          December 28, 2019    6.25 to 1.00                           March 28, 2020      6.25 to 1.00                            June 27, 2020      8.75 to 1.00                          September 26, 2020   8.75 to 1.00                           January 2, 2021     5.25 to 1.00                            April 3, 2021      5.00 to 1.00                             July 3, 2021      4.75 to 1.00                           October 2, 2021     4.50 to 1.00                           January 1, 2022     4.25 to 1.00                            April 2, 2022      4.00 to 1.00                             July 2, 2022      3.75 to 1.00                             Thereafter        3.50 to 1.00               ; provided that this Section 6.7 and the requirements of this Section 6.7 shall not apply at              any time that the outstanding principal balance of the Loans is less than $45,000,000.”               Section 3.  Representations  and  Warranties.   Each  Credit  Party  represents  and  warrants to each Agent and the Lenders that, after giving effect to this Agreement, (a) the representations  and warranties set forth in Section 4 of the Credit Agreement, and in each of the other Credit Documents,  are true and complete in all material respects on the date hereof as if made on and as of the date hereof (or,  if any such representation or warranty is expressly stated to have been made as of a specific date, such  representation or warranty shall be true and correct as of such specific date), and as if each reference in said  Section  4  to  “this  Agreement”  included  reference  to  the  Credit  Agreement   after  giving  effect  to  this  Agreement and (b) no Default or Event of Default has occurred and is continuing as of the date hereof.               Section 4.  Conditions Precedent.  The amendments set forth in Section 2 hereof shall  each become effective, as of the date hereof (the “Sixth Amendment Effective Date”), upon satisfaction of  the following conditions:                     (a)   Execution.  The Administrative Agent shall have received counterparts of       this  Agreement  executed  by  the  Borrower,  the  Guarantors  party  to  the  Credit  Agreement  and       Lenders party to the Credit Agreement constituting the Requisite Lenders.                     (b)   Expenses.  The Borrower shall have paid all reasonable and documented       out-of-pocket fees, charges and disbursements due and payable under the Credit Documents on or       prior to the date hereof, including all reasonable and documented out-of-pocket fees, charges and       disbursements of Administrative Agent and counsel to Administrative Agent.                                         3 





 






               Section 5.  No Novation or Mutual Departure.  The Borrower expressly acknowledges  and agrees that there has not been, and this Agreement does not constitute or establish, a novation with  respect to the Credit Agreement or any other Credit Document, or a mutual departure from the strict terms,  provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 hereof.               Section 6.  Confirmation.  Each Credit Party (a) confirms its obligations under the  Collateral Documents, (b) confirms that its Obligations under the Credit Agreement as modified hereby are  entitled to the benefits of the pledges set forth in the Collateral Documents, (c) confirms that its Obligations  under  the  Credit  Agreement  as  modified  hereby  constitute  “Secured  Obligations”  (as  defined  in the  Collateral Documents) and (d) agrees that the Credit Agreement as modified hereby is the Credit Agreement  under and for all purposes of the Collateral Documents.  Each party, by its execution of this Agreement,  hereby  confirms  that  the  Secured  Obligations  shall  remain  in  full  force  and  effect,  and  such  Secured  Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents.  Each Guarantor (a) confirms its Guaranteed Obligations under the Credit Agreement, (b) confirms that the  Guaranteed Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the  guarantee set forth in Section 7 of the Credit Agreement and (c) confirms that the Obligations under the  Credit  Agreement  as  modified  hereby  constitute  “Guaranteed  Obligations”.   Each  Credit  Party,  by  its  execution of this Agreement, hereby confirms that the Guaranteed Obligations shall remain in full force  and effect.               Section 7.  Miscellaneous.                     (a)   This Agreement shall be limited as written and nothing herein shall be       deemed to constitute an amendment or waiver of any other term, provision or condition of any of       the Credit Documents in any other instance than as expressly set forth herein or prejudice any right       or remedy that any Lender or any Agent may now have or may in the future have under any of the       Credit Documents.  Except as herein provided, the Credit Agreement shall remain unchanged and       in full force and effect.  This Agreement, the Credit Agreement and the other Credit Documents       constitute the  entire  agreement  among  the  parties  with  respect to  the  subject matter  hereof  and       thereof and supersede all other prior agreements and understandings, both written and verbal, among       the parties or any of them with respect to the subject matter hereof.  This Agreement may be executed       in  any  number  of  counterparts,  all  of  which  taken  together  shall  constitute  one  and  the  same       amendatory instrument and any of the parties hereto may execute this Agreement by signing any       such counterpart.  Delivery of a counterpart by electronic transmission shall be effective as delivery       of a manually executed counterpart hereof.                     (b)   THIS  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF       THE  PARTIES  HEREUNDER  (INCLUDING,  WITHOUT  LIMITATION,  ANY  CLAIMS       SOUNDING  IN  CONTRACT  LAW  OR  TORT  LAW  ARISING  OUT  OF  THE  SUBJECT       MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT       INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED       IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD       TO  CONFLICT  OF  LAWS  PRINCIPLES  THEREOF  THAT  WOULD  RESULT  IN  THE       APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.                     (c)   Each of the undersigned Lenders, by its execution hereof, authorizes and       directs the Administrative Agent to execute and deliver this Agreement upon the satisfaction of the       conditions  precedent  described  above  (which  shall  be  conclusively  evidenced by  such  Lender’s       execution hereof).                                          4 





 






                             (d)   Each  of  the  undersigned  Lenders  confirms  the  authority  of  the  Administrative Agent and Collateral Agent to, and the Administrative Agent and Collateral Agent  each agrees to, in each case without further written consent or authorization from any Secured Party,  execute  any  documents  or  instruments  necessary  to  release  any  Lien  encumbering  any  item  of  Collateral  that  is  the subject  of  a  Permitted  Leaseback  Transaction  permitted  under  the  Credit  Agreement (as amended hereby).                           [Signature pages follow]                                     5 





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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





 






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