RECITALS:Employment Agreement • October 24th, 2005 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • October 28th, 2020 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
RECITALSLoan and Security Agreement • July 18th, 2005 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
6624095.6 2 NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1....Credit Agreement • August 3rd, 2021 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
WITNESSETH:Retirement and Consulting Agreement • October 24th, 2005 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • April 16th, 2018 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
This AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of April 13, 2018, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
EXHIBIT A EXECUTIVE’S DUTIESEmployment Agreement • December 13th, 2013 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
Position Purpose Summary: Oversees several regions and provides leadership to RVPs and General Managers. Responsible for P&L, top line sales, gross margin and all direct costs of sales and distribution of multiple regions. Responsible for all aspects of sales and operations for various regions (e.g. sales, customer service, logistics / distribution management, inventory, and personnel). Plans, supports and drives sales force effectiveness and key productivity initiatives. KEY TASKS / RESPONSIBILITIES
REGISTRATION RIGHTS AGREEMENT by and among ABP DISTRIBUTION HOLDINGS INC. and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of May 7, 2004Registration Rights Agreement • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2004, by and among ABP Distribution Holdings Inc. a Georgia corporation (the “Company”), Cerberus ABP Investor LLC, a Delaware limited liability company (“Cerberus”), and the executives specified on the signature pages hereof (the “Executives” and together with Cerberus, the “Initial Holders”).
CREDIT AND GUARANTY AGREEMENT dated as of April 13, 2018 among BLUELINX HOLDINGS INC. as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, VARIOUS LENDERS, and HPS INVESTMENT PARTNERS, LLC, as Administrative Agent and Collateral Agent....Credit and Guaranty Agreement • April 16th, 2018 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
BLUELINX HOLDINGS INC., as Issuer and THE GUARANTORS PARTY HERETO 6.000% SENIOR SECURED NOTES DUE 2029 INDENTURE DATED AS OF OCTOBER 25, 2021 TRUIST BANK, as Trustee and as Collateral AgentIndenture • October 25th, 2021 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
This Indenture, dated as of October 25, 2021, is by and among BlueLinx Holdings Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and Truist Bank, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
membership is approved in advance by the Nominating & Governance Committee of BHI’s Board of Directors. (c) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarters office in the Atlanta, Georgia metropolitan...Employment Agreement • May 6th, 2020 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
7493618.5 2 WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders enter into certain amendments to the Existing Credit Agreement as set forth herein, and Agent and Lenders are willing to agree to such amendments on the terms and...Credit Agreement • August 1st, 2023 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
CREDIT AGREEMENT dated as of August 12, 2011 among BLUELINX BUILDING PRODUCTS CANADA LTD. as Borrower and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and CIBC ASSET-BASED LENDING INC. as AgentCredit Agreement • August 16th, 2011 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • British Columbia
THIS CREDIT AGREEMENT is dated as of August 12, 2011 and is entered into among BLUELINX BUILDING PRODUCTS CANADA LTD., as Borrower, the Lenders from time to time parties hereto, as Lenders, and CIBC Asset-Based Lending Inc., as Agent.
May 7, 2004Severance Agreement • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
BlueLinx Corporation (the “Company”) desires to set forth the payments to which you (the “Executive”) would be entitled following the termination of the Executive’s employment with the Company as well as the Executive’s continuing obligations to the Company during and after the Executive’s employment with the Company. This Agreement shall only become effective on the Closing Date as defined in the Asset Purchase Agreement by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and the Company (f/k/a ABP Distribution Inc.), dated as of March 12, 2004 (the “Asset Purchase Agreement”). For the purposes of this Agreement, the Company’s subsidiaries and APB Distribution Holdings Inc., so long as APB Holdings Distribution Inc. owns at least a majority of the outstanding common stock of the Company, shall be referred to as “Affiliated Companies.” By signing this letter agreement (“Agreement”), the Executive agrees to the terms and conditions set forth herein.
BlueLinx Holdings Inc. Common Stock ($0.01 par value) Form of Underwriting AgreementUnderwriting Agreement • December 10th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
BlueLinx Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the ”Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, $0.01 par value (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
EXECUTIVE PURCHASE AGREEMENTExecutive Purchase Agreement • October 8th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
This Executive Purchase Agreement (this “Agreement”) is made and entered into as of May 7, 2004, by and among ABP Distribution Holdings Inc., a Georgia corporation (the “Company”), Cerberus ABP Investor LLC, a Delaware limited liability company (“Cerberus”), and David J. Morris (the “Purchaser”).
ContractPurchase and Sale Agreement • October 28th, 2020 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels
BLUELINX HOLDINGS INC. ###PARTICIPANT_NAME### Number of Shares Subject to Award: ###TOTAL_AWARDS### Grant Date: ###GRANT_DATE###Restricted Stock Unit Award Agreement • July 30th, 2024 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the “Plan”), BlueLinx Holdings Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive shares of Company common stock (the “Shares” on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
Underwriting Agreement BlueLinx Holdings Inc. 4,443,428 SharesUnderwriting Agreement • October 23rd, 2017 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
Cerberus ABP Investor LLC, a limited liability company organized under the laws of Delaware (the “Selling Stockholder”), proposes to sell to BTIG, LLC (the “Underwriter”), 3,863,850 shares of common stock, $0.01 par value (“Common Stock”), of BlueLinx Holdings Inc., a corporation organized under the laws of Delaware (the “Company”), to be sold by the Selling Stockholder (hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriter an option to purchase up to 579,578 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2011 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
This Employment Agreement (this “Agreement”) is entered into as of October 31, 2011, to be effective as of December 1, 2011 (the “Effective Date”) between BLUELINX CORPORATION, a Georgia corporation (the “Company”), and Ned M. Bassil (“Executive”).
BLUELINX HOLDINGS INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of ___________ 2004, by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2023 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
This Employment Agreement (this ‘‘Agreement”) is entered into as of July 6, 2023, to be effective as of the Effective Date (as defined herein) between BLUELINX CORPORATION, a Georgia corporation (the “Company”), Andrew Wamser (“Executive”) and, as to Sections 3(a), 3(b) and 3(e) only, BLUELINX HOLDINGS INC. (“BHI”).
Restricted Stock Unit Agreement for Directors Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive PlanRestricted Stock Unit Agreement • July 30th, 2024 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of May 17, 2024 (the “Date of Grant”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and NAME (the “Participant”).
STOCKHOLDER AGREEMENTStockholder Agreement • September 27th, 2010 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware
This Agreement (this “Agreement”) is made and entered into as of this 27th day of September, 2010, by and among BlueLinx Holdings Inc., a Delaware corporation (the “Company”), Cerberus ABP Investor LLC, a Delaware limited liability company (“CAI”), and Cerberus Capital Management, L.P. (“Cerberus Capital”), a Delaware limited partnership and the managing member of CAI.
Exhibit A SEPARATION AND RELEASE AGREEMEnTSeparation and Release Agreement • March 21st, 2023 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
In consideration for the undertakings and promises set forth in the Employment Agreement, the terms of which are incorporated herein by reference, and this Separation and Release Agreement (the “Separation and Release Agreement”) between Dwight Gibson and BLUELINX CORPORATION (“Company”), Executive (on behalf of himself and Executive’s heirs, assigns and successors in interest) voluntarily agrees to completely settle and resolve all claims Executive may have against the Company and the Releasees, as defined below, as of the time Executive executes this confidential Separation and Release Agreement.
ASSET PURCHASE AGREEMENT by and among GEORGIA-PACIFIC CORPORATION, GEORGIA- PACIFIC BUILDING MATERIALS SALES, LTD. and ABP DISTRIBUTION INC. March 12, 2004Asset Purchase Agreement • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
This Asset Purchase Agreement (this “Agreement”) is made and entered into as of March 12, 2004, by and among Georgia-Pacific Corporation, a Georgia corporation (“GP” or a “Seller”), Georgia-Pacific Building Materials Sales, Ltd., a New Brunswick corporation and a wholly owned subsidiary of GP (“GPBMS” or a “Seller” and, together with GP, “Sellers”), and ABP Distribution Inc., a Georgia corporation (“Purchaser”).
MASTER PURCHASE, SUPPLY AND DISTRIBUTION AGREEMENTMaster Purchase, Supply and Distribution Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
The price of the Products shall be established by*** on a*** basis in accordance with the*** for such Products based on the***. Pricing shall be established from*** , and*** , the parties shall use*** to establish a price***. The prices offered to Buyer shall be*** Seller to any***. With respect to*** , Seller agrees to offer to Buyer*** for such Product by Buyer and Seller pursuant to this Article 3.
RELEASE AGREEMENTRelease Agreement • June 5th, 2014 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
THIS RELEASE AGREEMENT (this “Agreement”) is made and entered into this 30th day of May, 2014, by and between H. DOUGLAS GOFORTH (“Executive”) and BLUELINX CORPORATION, a Georgia corporation (“Company”), on its own behalf and on behalf of its parents, subsidiaries and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, agents and employees. The term “Company,” when used in this Agreement, includes BlueLinx Corporation, its parents, subsidiaries or affiliates, and their respective predecessors, successors, assigns, representatives, past or present officers, directors, agents or employees. Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.”
LIMITED RECOURSE GUARANTEELimited Recourse Guarantee • March 28th, 2016 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS LIMITED RECOURSE GUARANTEE (“Guarantee”), dated as of March 24, 2016, is by BlueLinx Holdings Inc., a Delaware corporation (“Parent Guarantor”), with its chief executive office at 4300 Wildwood Parkway, Atlanta, Georgia 30339, in favor of Wells Fargo Bank, National Association, a national banking association, as agent (in such capacity, “Agent”), having an office at 100 Park Avenue, New York, New York 10017.
BlueLinx Holdings Inc. Restricted Stock Unit Agreement For Executives and Employees Pursuant To The 2006 Long-Term Equity Incentive PlanRestricted Stock Unit Agreement • May 27th, 2015 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of __________, 20__ (the “Date of Grant”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”).
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance-Based Restricted Stock Unit Award Agreement • August 9th, 2018 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
Pursuant to the BlueLinx Holdings, Inc. 2016 Amended and Restated Long-Term Incentive Plan, as amended (the “Plan”), BlueLinx Holdings, Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive such number of shares of Company common stock (the “Shares”) as is set forth above on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
BLUELINX HOLDINGS, INC. 2021 LONG-TERM INCENTIVE PLAN 2021 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT NAME Number of Shares Subject to Award: # shares Grant Date: DATE Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the...Restricted Stock Unit Award Agreement • August 3rd, 2021 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
LOAN AGREEMENT Dated as of October 26, 2004 BetweenLoan Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS LOAN AGREEMENT, dated as of October 26, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”) and THE ENTITIES SET FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT, each a Delaware limited liability company having its principal place of business at 4300 Wildwood Parkway, Atlanta, Georgia 30339 (collectively, “Borrower”).
BLUELINX HOLDINGS INC. Name: ____________________ Number of Shares in Target Award: __________ Grant Date: _________2022 Performance-Based Restricted Stock Unit Award Agreement • August 2nd, 2022 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
Pursuant to the BlueLinx Holdings Inc. 2021 Long-Term Incentive Plan (the “Plan”), BlueLinx Holdings Inc., a Delaware corporation (the “Company”), has granted the above-named participant (“Participant”) Restricted Stock Units (the “RSUs” or the “Award”) entitling Participant to receive shares of Company common stock (the “Shares” on the terms and conditions set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement • June 15th, 2006 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of June 9, 2006, is entered into by and among the financial institutions signatory hereto (each a “Lender” and collectively the “Lenders”), Wachovia Bank, National Association, successor by merger to Congress Financial Corporation (“Wachovia”), as administrative and collateral agent for the Lenders and for the Bank Product Providers (in such capacity, “Administrative and Collateral Agent”), Wachovia, as a co-lead arranger for the credit facility (in such capacity, a “Co-Lead Arranger”) and as a co-syndication agent for the credit facility (in such capacity, a “Co-Syndication Agent”), Bank of America, N.A., Wells Fargo Foothill, LLC, and JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank, as documentation agents (in such capacities, each a “Documentation Agent” and collectively the “Documentation Agents”) and BlueLinx Corporation, a Georgia corporation (“Borrower”).
