AND SCHEDULES
EXHIBIT A
TITLE INSURANCE REQUIREMENTS, ENDORSEMENTS AND AFFIRMATIVE COVERAGES
EXHIBIT B
SURVEY REQUIREMENTS
EXHIBIT C
SINGLE PURPOSE ENTITY PROVISIONS
EXHIBIT D
ENFORCEABILITY OPINION REQUIREMENTS
EXHIBIT E
INTENTIONALLY DELETED
EXHIBIT F
INTENTIONALLY DELETED
EXHIBIT G
INTENTIONALLY DELETED
EXHIBIT H
INTENTIONALLY DELETED
EXHIBIT I
INTENTIONALLY DELETED
EXHIBIT J
INTENTIONALLY DELETED
EXHIBIT K
BORROWER ORGANIZATIONAL STRUCTURE
EXHIBIT L
INTENTIONALLY DELETED
EXHIBIT M
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT N
FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT O
INTENTIONALLY DELETED
EXHIBIT P
FORM OF MASTER LEASE RENT PAYMENT DIRECTION LETTER
EXHIBIT Q
INTENTIONALLY DELETED
EXHIBIT R
INTENTIONALLY DELETED
EXHIBIT S
INTENTIONALLY DELETED
EXHIBIT T
FORM OF INDEPENDENT MANAGER/MEMBER CERTIFICATE
SCHEDULE I
ALLOCATED LOAN AMOUNTS
SCHEDULE II
GEOGRAPHIC QUADRANTS
SCHEDULE III
IMMEDIATE REPAIRS AND REMEDIATION
SCHEDULE IV
LEASES
SCHEDULE V
INTENTIONALLY DELETED
SCHEDULE VI
LITIGATION SCHEDULE
SCHEDULE VII
OUTPARCEL LEGAL DESCRIPTIONS
SCHEDULE VIII
BORROWER TAXPAYER IDENTIFICATION NUMBERS
ix
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT, dated as of June 9, 2006 (as amended,
restated, replaced, supplemented or otherwise modified from time to time, this
"Agreement"), by and among ABP MD (BALTIMORE) LLC, a Delaware limited liability
company ("Maryland Loan Guarantor"), the borrowers signatory hereto (each an
"Individual Borrower" and collectively, "Borrower") having an office c/o
BlueLinx Holdings Inc., 4300 Wildwood Parkway, Atlanta, Georgia 30339, and
GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, on behalf of the
holders of the Notes, having an address at 60 Wall Street, New York, New York
10005 (together with its successors and assigns, "Lender").
RECITALS:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from
Lender;
WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in
accordance with the terms of this Agreement and the other Loan Documents (as
hereinafter defined).
NOW, THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
1.1 Definitions. For all purposes of this Agreement, except as otherwise
expressly required or unless the context clearly indicates a contrary intent:
"Account Agreement" shall mean the Account and Control Agreement, dated the date
hereof, among Lender, Borrower (other than Maryland Borrower), Maryland Loan
Guarantor and Cash Management Bank.
"Account Collateral" shall have the meaning set forth in Section 3.1.2.
"Additional Non-Consolidation Opinion" shall have the meaning set forth in
Section 4.1.29(b).
"Affiliate" shall mean, with respect to any specified Person, any other Person
that (i) directly or indirectly Controls, is Controlled by or under direct or
indirect Common Control with such specified Person, (ii) is a general partner or
managing member of such specified Person, or (iii) is an officer or director of
such specified Person.
"Aggregate Appraised Value" shall mean the sum of (a) the aggregate Appraised
Values (as indicated in the Appraisals delivered by Borrower pursuant to
Section 2.5.21) of all Individual Properties which were subject to the Lien of
the Security Instrument