Exhibit 10.3


 


Execution
Copy


MASTER
PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENT


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


BACKGROUND


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


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


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


ARTICLE 1



DEFINITIONS


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


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


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


 

















 


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


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


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


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


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


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


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


 


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


ARTICLE 2



INCORPORATION OF MASTER AGREEMENT AND EXHIBITS


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


ARTICLE 3



BASIC RELATIONSHIP


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


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


 


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ARTICLE 4



SUPPLY


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


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


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


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


 


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


ARTICLE 5



ORDERS AND SALES


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


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


5.3           Invoicing, Prices and Terms of Payment.


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


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


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


 












***      Portions hereof have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.


5

















 


5.5           Failure to Pay. 
If any event or series of events occurs which, in the reasonable opinion
of Buyer, is or is reasonably likely to cause Buyer to be more than***   late in making payment to Seller with respect to any Current
Invoices, Buyer agrees*** . 
Notwithstanding anything to the contrary set forth herein, if Buyer is
more than*** late in making payment to Seller with respect to any
Current Invoices*** .


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


ARTICLE 6



DELIVERY, DEFECTS AND WARRANTY CLAIMS


6.1           Delivery. 
Seller shall use all commercially reasonable efforts to complete
delivery of Products on or before any delivery date specified in each accepted
purchase order; provided, however, that Seller does not guarantee,
and shall not be under any obligation, to complete delivery at any such
time.  Unless otherwise agreed to by the
parties, specified in an applicable Exhibit or specified in the terms of a
purchase order, all of the prices for the Products are on an*** and***
shall arrange for the freight, transportation and shipping of the Products and
(i) in the case of the Products set forth on Exhibit E***; (ii) in
the case of the Products set forth on Exhibit A, Exhibit B and Exhibit C***
; and (iii) in the case of the Products set forth on Exhibit D*** .


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


6.3           Notification of Defects.  Buyer shall promptly inspect the Products for obvious defects or
lack of conformity with the applicable Product Warranty and the warranties


 












***      Portions hereof have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.


6

















 


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


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


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


ARTICLE 7



BACKHAULING


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


ARTICLE 8



DUTIES OF BUYER


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


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


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


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


 


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


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


ARTICLE 9



FORCE MAJEURE, INDEMNIFICATION AND INSURANCE


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


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


If any claim or demand is
asserted against Buyer by a third party with respect to the indemnities set
forth in this Agreement (a “Third Party Claim”), Buyer shall give prompt
written notice thereof to Seller, including copies of any pleadings in Buyer’s
possession.  Within twenty (20) days of
receipt of such notice, Seller shall either (i) pay the Third Party Claim in
full or upon compromise agreed to by Seller and such third party, and obtain a
complete and final written, release of Buyer from the Third Party Claim, or
(ii) notify Buyer that Seller disputes the Third Party Claim and intends to
defend against it, and thereafter so defend and pay any adverse


 


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final
judgment, award or settlement amount in regard thereto.  Such defense shall be controlled by Seller,
and the costs and expenses of such defense shall be borne by it.  Buyer may monitor the defense of the Third
Party Claim with its own counsel and at its own expense.  If Seller fails to take action on a Third
Party Claim within twenty (20) days as set forth above, then Buyer shall have
the right to pay, compromise or defend the Third Party Claim and to assert the
amount of any payment on the Third Party Claim plus the costs and expenses of
defense or settlement as an indemnity claim against Seller.  Buyer’s failure to conduct independent
Product testing or to take other steps to verify the accuracy of Seller’s
Product Literature or its representations or warranties made herein shall not
be deemed to be negligence or evidence of negligence adversely, affecting,
restricting or compromising Buyer’s rights under this Section 9.2 in any way.


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


ARTICLE 10



TERM AND TERMINATION


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


10.2         Termination.


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


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


(ii)           the other party is dissolved or
liquidated, files or has filed, against it a petition under any bankruptcy or
insolvency law, makes a general assignment to the benefit of its creditors, has
a receiver appointed for all or substantially all of its property,


 












***      Portions hereof have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.


9

















 


or has a petition under any
bankruptcy or insolvency law filed against it which is not dismissed within
sixty (60) days.


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


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


10.3         Obligations upon Expiration or Termination.


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


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


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


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


10.6         Setoff.  In
the event of any termination by either party or any breach by a party of this
Master Agreement (including any applicable Exhibit hereto), the non-breaching party
may reduce any amounts owed by it to the breaching party under any other
agreements between the parties (including, without limitation, any agreements
evidenced by this Master Agreement and any other Exhibit hereto) by any amounts
owed by the breaching party as a result of the termination or breach (the
“Setoff Amount”).  If the Setoff Amount
is unascertainable, the


 


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nonbreaching party may, acting in a commercially
reasonable manner, estimate the amount thereof and reduce its payment
obligations to the breaching party as set forth herein in respect of the
estimate, subject to accounting to the breaching party when the Setoff Amount
is ascertained.


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


ARTICLE 11



PROTECTION OF SELLER PROPRIETARY INFORMATION


11.1         Confidential Information.


(a)           Ownership, Use and Disclosure of Seller Proprietary
Information and Intellectual Property. 
Buyer hereby acknowledges and agrees that, as between Seller and Buyer,
Seller is and shall at all times remain the owner of all right, title and
interest in and to the Seller Proprietary Information.  Seller hereby grants to Buyer a limited,
non-exclusive, royalty-free, fully-paid license to use the Seller Proprietary
Information and the Intellectual Property associated with the Products solely
in the distribution, promotion, marketing, sale and servicing of Products in
the Territory in accordance with the terms of this Master Agreement and any applicable
Exhibits hereto.  Buyer agrees that
during the term of this Master Agreement and for a period of three (3) years
following any expiration or termination of this Master Agreement, except in the
case of a Seller Trade Secret with respect to which the following
confidentiality restrictions shall continue for so long as such information
constitutes a trade secret under applicable law, it shall not, without the
prior written consent of Seller use, copy or disclose to any person or entity
any Seller Proprietary Information or Seller Trade Secrets, except as
authorized in this Master Agreement including, without limitation, in
connection with the exercise of the license rights granted in this Section
11.1(a).  Except as required by Law or
as otherwise agreed by Seller, Buyer will disclose Seller Proprietary
Information only on a need-to-know basis and only to:  (i) those employees or consultants of Buyer who are employed or
engaged in connection with promoting, marketing, selling or servicing the
Products; or (ii) those customers or potential customers (and their employees
and consultants) which are purchasers or possible purchasers of Products.  In addition, Buyer shall take reasonable
steps to ensure that all of its employees, consultants, agents, customers and
potential customers (and employees, consultants and agents of customers and
potential customers) who receive any Seller Proprietary Information are aware
of and, in the case of Buyer’s employees, consultants and agents, comply with
Buyer’s confidentiality covenants set forth herein.  Buyer acknowledges and agrees that, in the event of a breach by
Buyer of the foregoing confidentiality restrictions, Seller shall suffer


 


11

















 


irreparable damages not compensable by money damages
and, therefore, shall be entitled to injunctive relief.


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


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


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


11.3         Title to Inventions, Discoveries and Improvements.  The parties agree that if any inventions,
discoveries or improvements are conceived, first reduced to practice, made or
developed by Seller in connection with the design, specifications or other
characteristics of the Products, Seller shall own all right, title and interest
in such inventions, discoveries or improvements and any patents that may be
granted thereon in any country in the world. 
In the event that any such inventions, discoveries or improvements are
conceived, first reduced to practice, made or developed jointly by both Buyer
and Seller during the course of their performance under the Master Agreement or
any Exhibit hereto, Seller shall hold all right, title and interest in and to
any such inventions jointly developed by Seller and Buyer; provided, however,
that Seller hereby grants to Buyer a perpetual, royalty-free, worldwide,
nonexclusive, fully transferable right and license to make, use, sell, lease,
license,, reproduce, distribute and modify, and create derivative works based
upon, such inventions, discoveries or improvements, without obligation to share
revenues derived therefrom with Seller or any third party.


 


12

















 


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


ARTICLE 12



DISPUTE RESOLUTION


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


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


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


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


(e)           The procedures specified in this Article 12 shall be the
sole and exclusive procedures for the resolution of disputes between the
parties arising out of or relating to this Master Agreement; provided, however,
that a party may seek a preliminary injunction or other


 


13

















 


judicial relief if such action is necessary in the
reasonable judgment of such party to avoid irreparable damage.  Despite any such action, the parties will
continue to participate in good faith in the procedures specified in this
Article 12.  All applicable statutes of
limitation shall be tolled while the procedures specified in this Article 12
are pending, and the parties will take such action, if any, required to
effectuate such tolling.  In addition,
the parties may agree to extend the deadlines described in this Article
12.  Notwithstanding the foregoing, a
party shall not be required to follow the procedures set forth in this Article
12 prior to exercising any termination right set forth in Article 10 or prior
to seeking injunctive relief as otherwise provided in this Master Agreement.


ARTICLE 13


MISCELLANEOUS


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


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


13.3         Limitation of Liability.  Solely as between Buyer and Seller, the total liability of Seller
with respect to the sale of the Products, whether in contract, warranty, tort
(including without limitation negligence), strict liability or otherwise, shall***
.  In no event, whether in
contract, warranty, tort (including without limitation negligence), strict
liability or otherwise, shall Seller*** .  The foregoing provisions of this Section 13.3 shall in no event
limit the liability of Seller for indemnification of Buyer in respect of Third
Party Claims.


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


 












***      Portions hereof have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.


14

















 


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


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


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


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


13.9         Assignment.


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


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


 


15

















 


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


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


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


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


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


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


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


13.14       Confidentiality. 
The terms of this Master Agreement and the Exhibits (including, without
limitation, all information concerning volume commitments and the prices of
Products sold or to be sold thereunder), and the Schedules hereto, all
information contained


 


16

















 


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


 


17

















 


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


	
   

  	
  “Seller”

  
	
   

  	
   

  
	
   

  	
  GEORGIA-PACIFIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Paterson

  
	
   

  	
   

  	
  Name:  David J. Paterson 

  
	
   

  	
   

  	
  Title:  Executive Vice President—Building Products

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Buyer”

  
	
   

  	
   

  
	
   

  	
  BLUELINX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
    

  	
  By:

  	
  Steven C. Hardin

  
	
   

  	
   

  	
  Name:  Steven C. Hardin

  
	
   

  	
   

  	
  Title:  Vice President—West

  



 


 


 


 


 


 


 


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


 


18

















 


EXHIBIT A


ENGINEERED LUMBER PRODUCTS


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


ARTICLE 1


DEFINITIONS


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


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


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


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


ARTICLE 2


PURCHASE AND SUPPLY


2.1           All Output.  During the term hereof, Seller shall supply
the Products exclusively to Buyer and, subject to Section 2.2 hereof, Buyer
shall use Commercially Reasonable Efforts (as hereinafter defined) to purchase
from Seller***   of the Products manufactured by
Seller.  For purposes of this Exhibit A,
the term “Commercially Reasonable Efforts” means that Buyer will ensure that
the***  manufacturing facilities are*** utilized for customers*** .


2.2           ***


2.3           ***


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


A-1

















 


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


ARTICLE 3


PRICING


***


ARTICLE 4


SALES FORCE, CONSULTING AND
MARKETING


4.1           Sales Force and Consulting.  Seller and Buyer agree (i) to use
commercially reasonable efforts to sell the Products, (ii) to cause their
respective employees to cooperate in all marketing and sales efforts related to
the sale of the Products*** .


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


ARTICLE 5


***


ARTICLE 6


PRODUCTION SCHEDULE


Seller
agrees to notify Buyer weekly regarding the production scheduling of Seller’s
manufacturing facilities of engineered lumber Products.  Other than as a result of force majeure*** , Seller shall not reduce the availability to Buyer of Products*** or cease the manufacture of Products at the*** manufacturing facilities without twelve (12) months prior notice to
Buyer.***


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


A-2

















 


ARTICLE 7


INTELLECTUAL PROPERTY


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


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


ARTICLE 8


TERM


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


ARTICLE 9


NOTICES


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


 


A-3

















 


	
  If
  to the Seller:

  	
   

  	
  Georgia-Pacific
  Corporation

  55
  Park Place, 17th Floor

  Atlanta,
  GA  30303

  Attention:  Walter Robbins

  Phone:  404-652-3549

  Fax:  404-487-3989

  
	
   

  	
   

  	
   

  
	
  If
  to Buyer:

  	
   

  	
  BlueLinx
  Corporation

  4100
  Wildwood Parkway”

  Atlanta,
  GA  30339

  Attention:  Barbara V. Tinsley

  Phone:  770-953-7089

  Fax:  770-953-7008

  
	
   

  	
   

  	
   

  



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


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


 


A-4

















 


EXHIBIT
B


IWP
EXCLUSIVE PRODUCTS


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


ARTICLE 1


DEFINITIONS


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


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


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


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


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


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


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


ARTICLE 2


PURCHASE AND SUPPLY


2.1.          All Output.  During the term hereof, and subject to
Section 2.2 and Section 5.2 hereof, Seller shall supply the Products
exclusively to Buyer for distribution and marketing in the Territory and Buyer
shall use Commercially Reasonable Efforts (as hereinafter defined) to


 


B-1

















 


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


2.2           ***


2.3           ***


ARTICLE 3


PRICING


***


ARTICLE 4


TERM


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


ARTICLES


MARKETING AND SALES


5.1           Sales Efforts.  Seller and Buyer agree (i) to use
commercially reasonable efforts to sell the Products, (ii) to cause their
respective employees to cooperate in all marketing and sales efforts related to
the sale of the Products*** .


5.2           ***


5.3           ***


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


B-2

















 


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


ARTICLE 6


FIELD REPRESENTATIVES AND CLAIMS
INSPECTIONS


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


6.2           ***


ARTICLE 7


NOTICES


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


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


	
  If
  to the Seller:

  	
   

  	
  Georgia-Pacific
  Corporation

  55
  Park Place, 17th Floor

  Atlanta,
  GA  30303

  Attention:  H. Elliott Savage

  Phone:  404-652-3615

  Fax:  404-749-2379

  
	
   

  	
   

  	
   

  
	
  If
  to Buyer:

  	
   

  	
  BlueLinx
  Corporation

  4100
  Wildwood Parkway

  Atlanta,
  GA  30339

  Attention:  Barbara V. Tinsley

  Phone:  770-953-7089

  Fax:  770-953-7008

  
	
   

  	
   

  	
   

  



 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


B-3

















 


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


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


 


B-4

















 


EXHIBIT
C


IWP
NON-EXCLUSIVE PRODUCTS


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


ARTICLE 1


DEFINITIONS


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


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


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


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


ARTICLE 2

PURCHASE AND SUPPLY


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


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


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


C-1

















 


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


ARTICLE 3

PRICING


***


ARTICLE 4

MARKETING AND SALES


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


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


ARTICLE 5

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


5.1           Field Representatives.  Unless otherwise agreed by the parties,
Buyer agrees to employ field representatives to perform certain services
related to the Products to*** and such other customers as the parties may mutually agree.  Such services shall include, without
limitation, in-store support, store aisle management, sign installation,
literature stocking and point of purchase display maintenance.***


5.2           ***


ARTICLE 6

TERM


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


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


C-2

















 


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


ARTICLE 7

NOTICES


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


	
  If
  to the Seller:

  	
   

  	
  Georgia-Pacific
  Corporation

  55
  Park Place, 17th Floor

  Atlanta,
  GA  30303

  Attention:  H. Elliott Savage

  Phone:  404-652-3615

  Fax:  404-749-2379

  
	
   

  	
   

  	
   

  
	
  If
  to Buyer:

  	
   

  	
  BlueLinx
  Corporation

  4100
  Wildwood Parkway

  Atlanta,
  GA  30339

  Attention:  Barbara V. Tinsley

  Phone:  770-953-7089

  Fax:  770-953-7008

  
	
   

  	
   

  	
   

  



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


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


 


C-3

















 


EXHIBIT
D


LUMBER
PRODUCTS


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


ARTICLE 1

DEFINITIONS


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


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


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


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


ARTICLE 2

PURCHASE AND SUPPLY REQUIREMENTS


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


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


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


D-1

















 


2.3           *** 


ARTICLE 3

PRICING


***


ARTICLE 4

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


4.1           Field Representatives.  Unless otherwise agreed by the parties,
Buyer agrees to employ field representatives to perform certain services
related to the Products to various customers of the Products, as mutually
agreed by the parties.  Such services
shall include, without limitation, in-store support, Product knowledge classes,
store aisle management, sign installation, materials inspections, literature
stocking and point of purchase display maintenance.  Seller agrees to pay to Buyer*** .


4.2           ***


ARTICLE 5

TERM


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


ARTICLE 6

NOTICES


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


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


D-2

















 


	
  If
  to the Seller:

  	
   

  	
  Georgia-Pacific
  Corporation

  55
  Park Place, 15th Floor

  Atlanta,
  GA  30303

  Attention:  Clayton Blanton

  Phone:  404-652-8026

  Fax:  404-230-5711

  
	
   

  	
   

  	
   

  
	
  If
  to Buyer:

  	
   

  	
  BlueLinx
  Corporation

  4100
  Wildwood Parkway

  Atlanta,
  GA  30339

  Attention:  Barbara V. Tinsley

  Phone:  770-953-7089

  Fax:  770-953-7008

  
	
   

  	
   

  	
   

  



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


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


 


D-3

















 


EXHIBIT
E


STRUCTURAL
PANELS PRODUCTS


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


ARTICLE 1

DEFINITIONS


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


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


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


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


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


ARTICLE 2

PURCHASE AND SUPPLY


2.1           Purchase Volumes.


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


***


(b)           Weekly.  Except as otherwise provided in this Section 2.1, Seller agrees
to supply to Buyer and Buyer agrees to purchase from Seller***  , and
to attempt in good faith to


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


E-1

















 


supply to Buyer, and if available Buyer agrees to
purchase from Seller*** .  In addition*** , Seller agrees to attempt in good faith to supply to Buyer*** .  Buyer and Seller agree to
cooperate in good faith and to communicate with one another regarding
production scheduling and Buyer’s daily sales and inventory volumes in order to
facilitate the purchase and sale of Products.***


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


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


(e)           Sturd-I-Floor®.  Buyer acknowledges and agrees that Seller*** .


2.2           Failure to Purchase or Supply.


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


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


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


2.3           Sales to*** .***
acknowledges and agrees that*** , to sell the Products to the*** set forth on Schedule 2(a) attached hereto.  During the term hereof, Buyer agrees*** .


2.4           Sale of the Products*** . ***
shall have the right to sell*** to the***
identified on Schedule 2(b) attached hereto and incorporated herein by this
reference.  During the term hereof,
Seller agrees*** .


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


E-2

















 


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


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


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


ARTICLE 3

PRICING


***


ARTICLE 4

FIELD REPRESENTATIVES AND CLAIMS INSPECTIONS


4.1           Field Representatives.  Buyer agrees to employ field representatives
to perform certain services related to the Products to*** as long as they are customers of the Products.  Such services shall include, without limitation, in-store
support, Product knowledge classes, store aisle management (including Product
rotation), sign installation, materials inspections, literature stocking and
point of purchase display maintenance. 
Seller agrees to pay to Buyer*** .


4.2           ***


ARTICLE 5

TERM


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


 












***      Portions hereof
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment in accordance with
Rule 24b-2 of the Exchange Act.


E-3

















 


termination notice to the other party pursuant to
the foregoing, following the Initial Term the term of this agreement shall
continue until either party terminates this Exhibit E and the Master Agreement,
solely as it relates to this Exhibit E, by giving two (2) years prior written
notice thereof to the other party.


ARTICLE 6

NOTICES


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


	
  If
  to the Seller:

  	
   

  	
  Georgia-Pacific
  Corporation

  55
  Park Place, 19th Floor

  Atlanta,
  GA  30303

  Attention:  Ronald L. Paul

  Phone:  404-652-8404

  Fax:  404-487-4365

  
	
   

  	
   

  	
   

  
	
  If
  to Buyer:

  	
   

  	
  BlueLinx
  Corporation

  4100
  Wildwood Parkway

  Atlanta,
  GA  30339

  Attention:  Barbara V. Tinsley

  Phone:  770-953-7089

  Fax:  770-953-7008

  
	
   

  	
   

  	
   

  



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


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


 


E-4