ex101amendmentno1toarcre






                                                                 EXHIBIT 10.1       AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT                                                 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT,  dated as of January 31, 2020 (this “Amendment No. 1”), is by and among Wells Fargo Bank,  National Association, a national banking association, in its capacity as administrative agent (in  such capacity, “Agent”) pursuant to the Credit Agreement (as hereinafter defined), the Lenders  (as hereinafter defined) party hereto, BlueLinx Holdings Inc., a Delaware corporation (“Parent”),  BlueLinx Corporation, a Georgia corporation (“BlueLinx”), BlueLinx Florida LP, a Florida  limited partnership (“BFLP”), Cedar Creek LLC, a Delaware limited liability company, on  behalf of itself and as successor by merger of Venture Development & Construction, LLC with  and into Cedar Creek LLC (“Cedar Creek LLC”), Cedar Creek Corp., a Delaware corporation  (“Cedar Creek Corp.”), Astro Buildings Inc., a Delaware corporation (“Astro Buildings”), Lake  States Lumber, Inc., a Minnesota corporation (“Lake States” and, together with Parent,  BlueLinx, BFLP, Cedar Creek LLC, Cedar Creek Corp, Astro Buildings and Lake States, each, a  “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), BlueLinx  Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”), BlueLinx Florida Holding No. 2  Inc., a Georgia corporation (“BFH2”), Cedar Creek Holdings Inc., a Delaware corporation  (“Cedar Creek Holdings”), and each of the SPE Propcos signatory party hereto (and together  with BFH1, BFH2 and Cedar Creek Holdings, each a “Guarantor” and individually and  collectively, jointly and severally, “Guarantors”).                                 W I T N E S S E T H:         WHEREAS, Agent, the parties to the Credit Agreement as lenders (collectively,  “Lenders”), Borrowers and Guarantors have entered into financing arrangements pursuant to  which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances  and provide other financial accommodations to Borrowers as set forth in the Amended and  Restated Credit Agreement, dated as of April 13, 2018, by and among Agent, Lenders,  Borrowers and Guarantors (as from time to time further amended, modified, supplemented,  extended, renewed, restated or replaced, the “Credit Agreement”, and together with all  agreements, documents and instruments at any time executed and/or delivered in connection  therewith or related thereto, as from time to time amended, modified, supplemented, extended,  renewed, restated, or replaced, collectively, the “Loan Documents”);         WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders enter into  certain amendments to the Credit Agreement;         WHEREAS, the parties hereto desire to enter into this Amendment No. 1 to evidence and  effectuate such amendments under the Credit Agreement, in each case subject to the terms and  conditions and to the extent set forth herein;          NOW, THEREFORE, in consideration of the premises and covenants set forth herein and  other good and valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, the parties hereto agree as follows:                                                                                      





 






Section 1.  Definitions.         1.1   Additional Definitions.  As used herein or in the Credit Agreement or in any of  the other Loan Documents, the following terms shall have the meanings set forth below and the  Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to  include, in addition and not in limitation, the following definitions:               “Amendment No. 1” shall mean Amendment No. 1 to Amended and Restated  Credit Agreement, dated as of  January 31, 2020, by and among Agent, Borrowers, Guarantors  and Lenders, as the same may be amended, modified, supplemented, extended, renewed, restated  or replaced.               “Amendment No. 1 Effective Date” shall mean the date on which all of the  conditions precedent set forth in Amendment No. 1 have been satisfied.                “BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined  under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.               “Covered Entity” means any of the following:                     (a)   a “covered entity” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 252.82(b);                     (b)   a “covered bank” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 47.3(b); or                     (c)   a “covered FSI” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 382.2(b).                “Covered Party” has the meaning specified therefor in Section 17.18 of this  Agreement.               “Default Right” has the meaning assigned to that term in, and shall be interpreted  in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.               “QFC” has the meaning assigned to the term “qualified financial contract” in, and  shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D).                “QFC Credit Support” has the meaning specified therefor in Section 17.18 of this  Agreement.         1.2   Amendments to Definitions.                 (a)   Seasonal Period.  The definition of “Seasonal Period” set forth in the  Credit Agreement is replaced with the following:                      “Seasonal Period” means (a) from the Closing Date through and including              the date that is 12 months after the Closing Date, (b) commencing with the                                         2                                         





 






            calendar year 2019, the 241 day period commencing on November 15, 2019              through and including July 15, 2020 and (c) commencing with the calendar year              2020 and thereafter, the 120 day period (or 121 day period in a leap year)              commencing on December 15 of each calendar year and ending on April 15 of              each immediately succeeding calendar year.               (b)   Cash Dominion Event.  The definition of “Cash Dominion Event” set forth  in the Credit Agreement is hereby amended by replacing the reference to “3 consecutive  Business Days” with “5 consecutive Business Days”.          1.3   Interpretation.  Capitalized terms used herein which are not otherwise defined  herein shall have the respective meanings ascribed to them in the Credit Agreement.   Section 2.  Amendments to Credit Agreement.           2.1   Interest Computation.  The first sentence of Section 2.6(e) of the Credit  Agreement is hereby replaced with the following:          “All interest and fees chargeable under the Loan Documents shall be computed on the        basis of a 360 day year (or 365 days (or 366 days in a leap year), as the case may be, in        the case of Revolving Loans for which the Base Rate is used), in each case, for the actual        number of days elapsed in the period during which the interest or fees accrue.”           2.2   QFC Credit Support Provisions.  A new Section 17.18 is hereby added to the  Credit Agreement immediately after Section 17.17 of the Credit Agreement as follows:                      “17.18 Acknowledgement Regarding Any Supported QFCs.  To the extent        that the Loan Documents provide support, through a guarantee or otherwise, for Hedge        Agreements or any other agreement or instrument that is a QFC (such support, "QFC        Credit Support" and each such QFC a "Supported QFC"), the parties acknowledge and        agree as follows with respect to the resolution power of the Federal Deposit Insurance        Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall        Street Reform and Consumer Protection Act (together with the regulations promulgated        thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC        and QFC Credit Support (with the provisions below applicable notwithstanding that the        Loan Documents and any Supported QFC may in fact be stated to be governed by the        laws of the State of New York and/or of the United States or any other state of the United        States): In the event a Covered Entity that is party to a Supported QFC (each, a "Covered        Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the        transfer of such Supported QFC and the benefit of such QFC Credit Support (and any        interest and obligation in or under such Supported QFC and such QFC Credit Support,        and any rights in property securing such Supported QFC or such QFC Credit Support)        from such Covered Party will be effective to the same extent as the transfer would be        effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC        Credit Support (and any such interest, obligation and rights in property) were governed        by the laws of the United States or a state of the United States.  In the event a Covered        Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a                                         3                                         





 






      U.S. Special Resolution Regime, Default Rights under the Loan Documents that might        otherwise apply to such Supported QFC or any QFC Credit Support that may be        exercised against such Covered Party are permitted to be exercised to no greater extent        than such Default Rights could be exercised under the U.S. Special Resolution Regime if        the Supported QFC and the Loan Documents were governed by the laws of the United        States or a state of the United States.  Without limitation of the foregoing, it is understood        and agreed that rights and remedies of the parties with respect to a Defaulting Lender        shall in no event affect the rights of any Covered Party with respect to a Supported QFC        or any QFC Credit Support.”   Section 3.  Representations and Warranties. Borrowers and Guarantors, jointly and severally,  represent and warrant with and to Agent and Lenders as follows, which representations and  warranties, together with the representations and warranties in the other Loan Documents, shall  survive the execution and delivery hereof, and the truth and correctness thereof, in all material  respects, being a continuing condition of the making of any Loans by Lenders (or Agent on  behalf of Lenders) to Borrowers:          3.1   This Amendment No. 1 and each other agreement or instrument to be executed  and delivered by Borrowers or Guarantors hereunder has been duly authorized, executed and  delivered by all necessary action on the part of Borrowers and Guarantors which are a party  hereto and is in full force and effect as of the date hereof, as the case may be, and the obligations  of Borrowers and Guarantors contained herein constitute legally valid and binding obligations of  Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their  terms, except as enforcement may be limited by equitable principles or by bankruptcy,  insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights  generally.          3.2   The execution, delivery and performance of this Amendment No. 1 and each other  agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder  will not (a) violate any material provision of federal, state, or local law or regulation applicable  to any Borrower, any Guarantor or their Subsidiaries, the Governing Documents of any  Borrower, any Guarantor or their Subsidiaries, or any order, judgment, or decree of any court or  other Governmental Authority binding on any Borrower, any Guarantor or their Subsidiaries, (b)  conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a  default under any material agreement of any Borrower, any Guarantor or their Subsidiaries  where any such conflict, breach or default could individually or in the aggregate reasonably be  expected to have a Material Adverse Effect, (c) result in or require the creation or imposition of  any Lien of any nature whatsoever upon any assets of any Borrower or Guarantor other than  Permitted Liens, or (d) require any approval of any holder of Equity Interests of a Borrower or  Guarantor, or any approval or consent of any Person under any material agreement of any  Borrower or Guarantor, other than consents or approvals that have been obtained and that are  still in force and effect and except, in the case of material agreements, for consents or approvals,  the failure to obtain could not individually or in the aggregate reasonably be expected to cause a  Material Adverse Effect.         3.3   After giving effect to this Amendment No. 1and each other agreement or  instrument to be executed and delivered by Borrowers or Guarantors hereunder, all of the                                         4                                         





 






representations and warranties set forth in the Credit Agreement as amended hereby, and the  other Loan Documents, are true and correct in all material respects (except that such materiality  qualifier shall not be applicable to any representations and warranties that already are qualified  or modified by materiality in the text thereof) on and as of the date hereof, as though made on  and as of the date hereof (except to the extent that such representations and warranties relate  solely to an earlier date, in which case such representations and warranties shall be true and  correct in all material respects (except that such materiality qualifier shall not be applicable to  any representations and warranties that already are qualified or modified by materiality in the  text thereof) as of such earlier date.         3.4   After giving effect to the provisions of this Amendment No. 1 and each other  agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder, no  Default or Event of Default exists or has occurred and is continuing.    Section 4.  Release by Borrowers and Guarantors.         4.1   Release.                 (a)   In consideration of the agreements of Agent and Lenders contained herein,  and the continued making of the loans, advances and other accommodations by Lenders (or  Agent on behalf of Lenders) to Borrowers pursuant to the Credit Agreement, and for other good  and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each  Borrower and each Guarantor, on behalf of itself and its successors, assigns, and other legal  representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably  releases, remises and forever discharges Agent, each Lender, and its present and former  shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,  employees, agents and other representatives and their respective successors and assigns (Agent,  Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and  individually as a “Releasee”), of and from all demands, actions, causes of action, suits,  covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills,  reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off,  demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every  name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which  any Borrower or any Guarantor, or any of its successors, assigns, or other legal representatives  and their respective successors and assigns may now or hereafter own, hold, have or claim to  have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing  whatsoever which arises at any time on or prior to the day and date of this Amendment No. 1,  including, without limitation, for or on account of, or in relation to, or in any way in connection  with the Credit Agreement, as amended and supplemented through the date hereof, and the other  Loan Documents.                  (b)   Each Borrower and each Guarantor understands, acknowledges and agrees  that the release set forth above may be pleaded as a full and complete defense and may be used  as a basis for an injunction against any action, suit or other proceeding which may be instituted,  prosecuted or attempted in breach of the provisions of such release.                                          5                                         





 






            (c)   Each Borrower and each Guarantor agrees that no fact, event,  circumstance, evidence or transaction which could now be asserted or which may hereafter be  discovered shall affect in any manner the final and unconditional nature of the release set forth  above.               (d)   Each Borrower and each Guarantor represent and warrant that each such  Person is the sole and lawful owner of all right, title and interest in and to all of the claims  released hereby and each such Person has not heretofore voluntarily, by operation of law or  otherwise, assigned or transferred or purported to assign or transfer to any person any such claim  or any portion thereof.                 (e)   Nothing contained herein shall constitute an admission of liability with  respect to any Claim on the part of any Releasee.           4.2   Covenant Not to Sue.  Each Borrower and each Guarantor, on behalf of itself and  its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and  irrevocably, jointly and severally, covenants and agrees with each Releasee that it will not sue (at  law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim  released, remised and discharged by any Borrower or any Guarantor pursuant to Section 4.1  hereof.  If any Borrower or any Guarantor violates the foregoing covenant, each Borrower and  each Guarantor agrees to pay, in addition to such other damages as any Releasee may sustain as a  result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such  violation.         4.3   Waiver of Statutory Provisions.  EACH BORROWER AND EACH  GUARANTOR HEREBY EXPLICITLY WAIVE ALL RIGHTS UNDER AND ANY  BENEFITS OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH  RESPECT TO THE RELEASE OF SUCH CLAIMS, EACH  BORROWER AND EACH  GUARANTOR) AGREE THAT NO SUCH COMMON LAW OR STATUTORY RULE OR  PRINCIPLE SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF  THIS RELEASE.   Section 5.  Conditions Precedent.  Concurrently with the execution and delivery hereof, and  as a further condition to the effectiveness of this Amendment No. 1 and the agreement of Agent  and Lenders to the modifications and amendments set forth in this Amendment No. 1:          5.1   Agent shall have received an executed copy of an original or executed original  counterparts of this Amendment No. 1 by electronic mail or facsimile (with the originals, if  requested by Agent, to be delivered within five (5) Business Days after the date of such request),  duly authorized, executed and delivered by Borrowers, Guarantors and Supermajority Lenders;         5.2   Agent shall have received payment, or shall be authorized to charge the  Borrowers’ Loan Account for payment, of all fees set forth in any fee letter between Agent and  Borrowers with respect to the transactions contemplated by this Amendment No. 1;         5.3   Agent shall have received the consent of the Supermajority Lenders to the  amendments to the Credit Agreement set forth in this Amendment No. 1;                                          6                                         





 






      5.4   each Borrower and Guarantor shall deliver, or cause to be delivered, to Agent a  true and correct copy of any consent, waiver or approval to or of this Amendment No. 1, which  any Borrower or Guarantor is required to obtain from any other Person, and such consent,  approval or waiver shall be in a form and substance reasonably satisfactory to Agent in its good  faith determination;         5.5   all requisite corporate action and proceedings in connection with this Amendment  No. 1 and the other Loan Documents delivered in connection herewith, shall be satisfactory in  form and substance to Agent, and Agent shall have received all information and copies of all  documents, including records of requisite corporate action and proceedings which Agent may  have reasonably requested in connection therewith, such documents where requested by Agent or  its counsel to be certified by appropriate corporate officers or Governmental Authority;         5.6   all of the representations and warranties set forth in the Credit Agreement and the  other Loan Documents, each as amended by this Amendment No. 1, shall be true and correct in  all material respects (except that such materiality qualifier shall not be applicable to any  representations and warranties that already are qualified or modified by materiality in the text  thereof) on and as of the date hereof, as though made on and as of the date hereof (except to the  extent that such representations and warranties relate solely to an earlier date, in which case such  representations and warranties shall be true and correct in all material respects (except that such  materiality qualifier shall not be applicable to any representations and warranties that already are  qualified or modified by materiality in the text thereof) as of such earlier date;          5.7   Agent shall have received, in form and substance reasonably satisfactory to  Agent, an executed copy of an original or executed original counterparts of a Consent and  Ratification Agreement with respect to the merger of Venture Development & Construction  LLC, an Oklahoma limited liability company, with and into Cedar Creek LLC by electronic mail  or facsimile (with the originals, if requested by Agent, to be delivered within five (5) Business  Days after the date of such request), duly authorized, executed and delivered by Cedar Creek  LLC, Agent and Required Lenders;         5.8   all other documents and legal matters in connection with the transactions  contemplated by this Amendment No. 1 shall have been delivered, executed, or recorded and  shall be in form and substance reasonably satisfactory to Agent; and         5.9   after giving effect to the amendment contemplated by this Amendment No. 1 and  each other agreement or instrument to be executed and delivered by Borrowers or Guarantors  hereunder, no Default or Event of Default shall exist or have occurred and be continuing.    Section 6.  Effect of this Amendment No. 1.  Except as expressly set forth herein, and in each  other agreement or instrument to be executed and delivered by Borrowers or Guarantors  hereunder, no other amendments, changes or modifications to the Loan Documents are intended  or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated  and confirmed by all parties hereto as of the date hereof and Borrowers and Guarantors shall not  be entitled to any other or further amendment by virtue of the provisions of this Amendment No.  1 or with respect to the subject matter of this Amendment No. 1.  To the extent of conflict  between the terms of this Amendment No. 1 and the other Loan Documents, the terms of this                                         7                                         





 






Amendment No. 1 shall control.  The Credit Agreement and this Amendment No. 1 shall be read  and construed as one agreement.      Section 7.  Further Assurances. Borrowers and Guarantors shall execute and deliver such  additional documents and take such additional action as may be reasonably requested by Agent  to effectuate the provisions and purposes set forth in this Amendment No. 1.     Section 8.  Governing Law. The validity, interpretation and enforcement of this Amendment  No. 1 and any dispute arising out of the relationship between the parties hereto, whether in  contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New  York but excluding any principles of conflict of laws or other rule of law that would cause the  application of the law of any jurisdiction other than the laws of the State of New York.    Section 9.  Binding Effect. This Amendment No. 1 shall be binding upon and inure to the  benefit of Borrowers, Guarantors, Agent and Lenders and their respective successors and  assigns.    Section 10. Reviewed by Attorneys. Each Borrower and Guarantor represents and warrants  that it (a) understands fully the terms of this Amendment No. 1 and the consequences of the  execution and delivery of this Amendment No. 1, (b) has been afforded an opportunity to have  this Amendment No. 1 reviewed by, and to discuss this Amendment No. 1 and any document  executed in connection herewith with, such attorneys and other persons as each Borrower and  Guarantor may wish, and (c) has entered into this Amendment No. 1 and executed and delivered  all documents in connection herewith of its/his own free will and accord and without threat,  duress or other coercion of any kind by any person.  The parties hereto acknowledge and agree  that neither this Amendment No. 1 nor the other documents executed pursuant hereto shall be  construed more favorably in favor of one than the other based upon which party drafted the  same, it being acknowledged that all parties hereto contributed substantially to the negotiation  and preparation of this Amendment No. 1 and the other documents executed pursuant hereto or  in connection herewith.   Section 11. Waiver, Modification, Etc.  No provision or term of this Amendment No. 1 may  be modified, altered, waived, discharged or terminated orally, but only by an instrument in  writing executed by the party against whom such modification, alteration, waiver, discharge or  termination is sought to be enforced.   Section 12. Entire Agreement.  This Amendment No. 1 represents the entire agreement and  understanding concerning the subject matter hereof among the parties hereto, and supersedes all  other prior agreements, understandings, negotiations and discussions, representations, warranties,  commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral  or written.   Section 13. Headings.  The headings listed herein are for convenience only and do not  constitute matters to be construed in interpreting this Amendment No. 1.   Section 14. Counterparts.  This Amendment No. 1 may be executed in any number of  counterparts, each of which shall be an original, but all of which taken together shall constitute  one and the same agreement.  Delivery of an executed counterpart of this Amendment No. 1 by                                        8                                         





 






telefacsimile or other electronic transmission shall have the same force and effect as the delivery  of an original executed counterpart of this Amendment No. 1.  Any party delivering an executed  counterpart of this Amendment No. 1 by telefacsimile or other electronic transmission shall also  deliver an original executed counterpart, but the failure to do so shall not affect the validity,  enforceability or binding effect of this Amendment No. 1.                                                                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]                                          9                                         





 






        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be  duly executed and delivered by their authorized officers as of the day and year first above  written.    BORROWERS:                           BLUELINX HOLDINGS INC.                                                                              By:  /s/ Justin B. Heineman                                          Name:  Justin B. Heineman                                            Title:  Vice President, General Counsel and                                       Corporate Secretary                                                                              BLUELINX CORPORATION                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                              BLUELINX FLORIDA LP                                                                              By: BlueLinx Florida Holding No. 2 Inc.,                                          its General Partner                                                                               By: /s/ Justin B. Heineman                                           Name: Justin B. Heineman                                        Title: Vice President and Corporate Secretary                                                                              CEDAR CREEK LLC, for itself and as                                       successor by merger of Venture Development                                       & Construction, LLC                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                              CEDAR CREEK CORP.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                              ASTRO BUILDINGS INC.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                     [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






                                     LAKE STATES LUMBER, INC.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                         GUARANTORS:                          BLUELINX FLORIDA HOLDING NO. 1                                       INC.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                              BLUELINX FLORIDA HOLDING NO. 2                                       INC.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                              CEDAR CREEK HOLDINGS, INC.,                                        for itself and as successor by merger of                                       Panther Merger Sub, Inc.                                                                              By:  /s/ Justin B. Heineman                                          Name: Justin B. Heineman                                       Title: Vice President and Corporate Secretary                                                                                                                                                                                                [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






        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 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 Member                           By:  /s/ Justin B. Heineman                   Name: Justin B. Heineman             Title: Vice President and Corporate Secretary                  [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






                                                 [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






AGENT AND LENDERS:                   WELLS FARGO BANK, NATIONAL                                       ASSOCIATION, as Agent and as a Lender                                         By:  /s/ Anthony Leadbetter                                          Name:  Anthony Leadbetter                                       Title:  Director                                                                                                                                                          [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






                          BANK OF AMERICA, N.A., as a Lender              By:  /s/ Douglas Cowen                     Name:  Douglas Cowen             Title:  Senior Vice President                                                                                         [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






           BMO HARRIS BANK N.A., as a Lender              By:  /s/ Elisabeth Izzo                    Name:  Elisabeth Izzo             Title:  Vice President                                                                                         [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






           CITIZENS BANK, N.A., as a Lender              By:  /s/ James Horn                        Name:  James Horn             Title:  Vice President                                                                                         [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






            TRUIST BANK, as successor by merger to                  SunTrust Bank, as a Lender               By:  /s/ Scott Wheeler                      Name:  Scott Wheeler              Title: Vice President                                                                          [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)] 





 






           U.S. BANK NATIONAL ASSOCIATION,              as a Lender              By:  /s/ Rod Swenson                       Name:  Rod Swenson             Title:  Vice President                                                                                                                                                                                                                                                                                   [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]