ex103bluelinxhpsfifthame






                                                                 EXHIBIT 10.3                                FIFTH AMENDMENT                     TO CREDIT AND GUARANTY AGREEMENT               FIFTH AMENDMENT (this “Agreement”) dated as of February 28, 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 Fifth Amendment Effective Date, Section 6.7 of the Credit  Agreement is hereby amended by adding the following proviso at the end thereof:          “; 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 “Fifth 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.               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                                       2 





 






                conditions  precedent  described  above  (which  shall be  conclusively  evidenced by  such  Lender’s  execution hereof).                           [Signature pages follow]                                                                                                                                                                                                                                                                                                                                                                                                                                    3 





 






               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/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary    FIFTH AMENDMENT TO CREDIT AGREEMENT                                     S-1 





 






     GUARANTORS:                    CEDAR CREEK HOLDINGS, INC.                                     By:   /s/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary                                    BLUELINX CORPORATION                                     By:   /s/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary                                    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/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary                                    BLUELINX FLORIDA LP                                    By:   BlueLinx Florida Holdings No. 2 Inc.,                                         its General Partner                                     By:   /s/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary    FIFTH 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/ Justin B. Heineman                                                 Name:  Justin B. Heineman                                         Title:  Vice President and Corporate Secretary    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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    FIFTH 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                               FIFTH 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                                                                      FIFTH 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    FIFTH 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    FIFTH 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             FIFTH AMENDMENT TO CREDIT AGREEMENT                                     S-22