GUARANTY OF RECOURSE OBLIGATIONS
Exhibit 10.3
GUARANTY OF RECOURSE OBLIGATIONS, is made as of June 9, 2006 (this “Agreement”), by
BLUELINX HOLDINGS INC., a Delaware corporation (“Guarantor”), having an office at 0000
Xxxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000, to and for the benefit of GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation, on behalf of the holders of the Notes (together with its
successors and assigns, “Lender”), having an office at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
RECITALS:
WHEREAS, the entities listed on Exhibit A attached hereto and incorporated herein,
each a Delaware limited liability company, are each hereinafter referred to an “Individual
Borrower” and collectively as “Borrower”;
WHEREAS, the Individual Borrowers (other than Maryland Borrower) and the Maryland Loan
Guarantor each own certain real property, and the improvements located thereon, all as more
particularly described in the Security Instrument (as defined below);
WHEREAS, on the date hereof, in accordance with the terms of a Loan and Security Agreement,
dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified
from time to time, the “Loan Agreement”), among Borrower, Maryland Loan Guarantor and
Lender, Lender is making a loan to Borrower in the principal amount of $295,000,000 (the
“Loan”), which Loan is evidenced by that certain Amended and Restated Note A-1 in the
aggregate principal amount of $147,500,000 and that certain Amended and Restated Note A-2 in the
aggregate principal amount of $147,500,000, each dated as of the date hereof (as amended, restated,
replaced, supplemented, or otherwise modified from time to time, collectively, the “Note”),
made by Borrower in favor of Lender and secured by certain mortgages, deeds of trust and/or deeds
to secure debt, each dated as of the date hereof (as amended, restated, replaced, supplemented, or
otherwise modified from time to time, collectively, the “Security Instrument”), from the
applicable Individual Borrower(s) (other than Maryland Borrower) and the Maryland Loan Guarantor to
Lender, as mortgagee, or to certain trustees for the benefit of Lender, as beneficiary, as
applicable, and the other Loan Documents (as defined in the Loan Agreement);
WHEREAS, Guarantor is the owner of a direct or indirect beneficial interest in Borrower and
will derive substantial benefit from the Loan;
WHEREAS, as a condition to making the Loan, Lender has required Guarantor to deliver this
Agreement for the benefit of Lender; and
WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Guarantor agrees as follows:
1. Definitions. Capitalized terms used herein and not defined shall have the meaning
provided in the Note or in the Loan Agreement if no definition is provided in the Note.
2. Guaranty. Guarantor hereby absolutely and unconditionally guarantees to Lender the
prompt and unconditional payment of all obligations and liabilities of Borrower for which Borrower
shall be personally liable pursuant to Section 18.1 of the Loan Agreement (collectively, the
“Guaranteed Obligations”) as and when the same shall be due and payable, whether by lapse
of time, by acceleration of maturity or otherwise; provided, however, that
notwithstanding anything contained in this Agreement or any of the other Loan Documents to the
contrary, the liability of Guarantor with respect to the Guaranteed Obligations in the aggregate
shall not exceed the Guaranteed Amount. Guarantor hereby irrevocably and unconditionally covenants
and agrees that it is liable for the Guaranteed Obligations as a primary obligor. As used in this
Agreement, the term “Guaranteed Amount” means the sum of (a) (i) in the case of any and all
Guaranteed Obligations under clauses (a), (b), (d), (e), (f), (g), (h) and (i) of Section 18.1.2 of
the Loan Agreement, an aggregate amount of Thirty Million Dollars ($30,000,000.00), and (ii) in the
case of any and all Guaranteed Obligations under clause (c) of Section 18.1.2 of the Loan
Agreement, an aggregate amount of Fifteen Million Dollars ($15,000,000.00), and (b) any and all
amounts due pursuant to Section 6 hereof; provided, however, that the
amount set forth in clause (a)(i) of this Section 2 shall be increased by the amount of any
economic benefit actually derived by Borrower and/or Guarantor (or any Affiliate of Borrower or
Guarantor that is controlled by Borrower or Guarantor, as applicable) and arising out of or in
connection with any action specified in clause (a) and/or clause (d) of Section 18.1.2 of the Loan
Agreement. As used in this Section 2 the term “controlled” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management, policies or activities
of a Person, whether through ownership of voting interests, by contract, or otherwise.
3. Guaranty of Payment. This Agreement is a guaranty of payment and not merely a
guaranty of collection and upon any failure of Borrower to pay the Guaranteed Obligations, Lender
may, at its option, proceed directly and at once, without notice, against Guarantor to collect and
recover the full amount of the liability to pay the Guaranteed Obligations hereunder or any portion
thereof, without proceeding against Borrower or any other Person, or foreclosing upon, selling, or
otherwise disposing of or collecting or applying against any of the collateral for the Loan.
4. Continuing Guaranty. This is a continuing guaranty and the obligations of
Guarantor hereunder are and shall be absolute under any and all circumstances, without regard to
the validity, regularity or enforceability of the Note, the Loan Agreement, the Security Instrument
or any other Loan Document, a true copy of each of said documents Guarantor hereby acknowledges
having received and reviewed.
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5. Obligations Deferred. Any indebtedness of Borrower to Guarantor now or hereafter
existing, including, without limitation, any rights to subrogation which Guarantor may have as a
result of any payment by Guarantor under this Agreement, together with any interest thereon, shall
be, and such indebtedness is, hereby deferred, postponed and subordinated to the prior payment in
full of the Guaranteed Obligations. Until payment in full of the Obligations, including interest
accruing on the Note after the commencement of a proceeding by or against Borrower under the
Bankruptcy Code which interest the parties agree shall remain a claim that is prior and superior to
any claim of Guarantor notwithstanding any contrary practice, custom or ruling in cases under the
Bankruptcy Code generally, Guarantor agrees not to accept any payment or satisfaction of any kind
of indebtedness of Borrower to Guarantor and hereby assigns such indebtedness to Lender, including
the right to file proof of claim and to vote thereon in connection with any such proceeding under
the Bankruptcy Code, including the right to vote on any plan of reorganization.
6. Expenses. Guarantor agrees that, within five (5) Business Days after written
demand from Lender, Guarantor will reimburse Lender, to the extent that such reimbursement is not
made by Borrower, for all actual out-of-pocket expenses, including, without limitation, reasonable
counsel fees and disbursements, incurred by Lender in connection with the collection of the
Guaranteed Obligations or any portion thereof.
7. Waivers
(a) To the maximum extent permitted by applicable law, Guarantor hereby waives notice of the
acceptance hereof, presentment, demand for payment, protest, notice of protest, or any and all
notice of non-payment, non-performance or non-observance, or other proof, or notice or demand.
(b) Guarantor agrees that the validity of this Agreement and the obligations of Guarantor
hereunder shall in no way be terminated, affected or impaired by reason of (i) the assertion by
Lender of any rights or remedies which it may have under or with respect to any of the Note, the
Loan Agreement, the Security Instrument or any other Loan Documents against any Person obligated
thereunder; (ii) any failure to file or record any of such instruments or to take or perfect any
security intended to be provided thereby; (iii) the release or exchange of any property or interest
covered by the Loan Agreement or the Security Instrument or any other collateral for the Loan; (iv)
Lender’s failure to exercise, or delay in exercising, any such right or remedy or any right or
remedy which Lender may have hereunder or in respect to this Agreement; (v) the commencement of a
case under the Bankruptcy Code by or against any Person obligated under the Note, the Loan
Agreement, the Security Instrument or any other Loan Document; or (vi) any payment made on the
Guaranteed Obligations or any other indebtedness arising under the Note, the Loan Agreement, the
Security Instrument or any other Loan Document, to the extent that such indebtedness constitutes
the Guaranteed Obligations, whether made by Borrower or Guarantor or any other Person, which is
required to be refunded pursuant to any bankruptcy or insolvency law; it being understood that no
payment so refunded shall be considered as a payment of any portion of the Guaranteed Obligations,
nor shall it have the effect of reducing the liability of Guarantor hereunder. It is further
understood,
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that if Borrower shall have taken advantage of, or be subject to the protection of, any
provision in the Bankruptcy Code, the effect of which is to prevent or delay Lender from taking any
remedial action against Borrower, including the exercise of any option Lender has to declare the
Guaranteed Obligations due and payable on the happening of any Event of Default, then the
Guaranteed Obligations shall become due and payable and Lender may, as against Guarantor, declare
the Guaranteed Obligations to be due and payable and enforce any or all of its rights and remedies
against Guarantor provided for herein.
(c) This Agreement shall remain and continue in full force and effect as to any modification,
extension or renewal of the Note, the Loan Agreement, the Security Instrument or any other Loan
Document; provided, however, that unless consented to by Guarantor in writing, the
Guaranteed Amount shall not be affected by any such modification, extension or renewal. Lender
shall not be under a duty to protect, secure or insure any security or lien provided by the Loan
Agreement or the Security Instrument or any other collateral, and Guarantor acknowledges that other
indulgences or forbearance may be granted under any or all of such documents, all of which may be
made, done or suffered without notice to, or further consent of, Guarantor.
(d) Guarantor hereby waives the pleading of any statute of limitations as a defense to the
obligation hereunder.
8. Miscellaneous.
(a) MARSHALLING. GUARANTOR WAIVES ANY RIGHT OR CLAIM OF RIGHT TO CAUSE A MARSHALLING
OF BORROWER’S ASSETS OR TO CAUSE LENDER TO PROCEED AGAINST ANY OF THE SECURITY FOR THE LOAN BEFORE
PROCEEDING UNDER THIS AGREEMENT AGAINST BORROWER OR TO PROCEED AGAINST GUARANTOR IN ANY PARTICULAR
ORDER. GUARANTOR AGREES THAT ANY PAYMENTS REQUIRED TO BE MADE HEREUNDER SHALL BECOME DUE AND
PAYABLE TEN (10) DAYS AFTER DEMAND. EXCEPT AS PERMITTED PURSUANT TO SECTION 5 HEREOF, GUARANTOR
EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND REMEDIES (INCLUDING ANY RIGHTS OF SUBROGATION)
ACCORDED BY APPLICABLE LAW TO GUARANTOR.
(b) Joint and Several Obligation. If Guarantor consists of more than one person or
entity, each shall be jointly and severally liable to perform the obligations of Guarantor
hereunder. Any one of Borrower or one or more parties constituting Guarantor or any other party
liable upon or in respect of this Agreement or the Loan may be released without affecting the
liability of any party not so released.
(c) Further Assurances. Guarantor shall execute and acknowledge (or cause to be
executed and acknowledged) and deliver to Lender all documents, and take all actions, reasonably
required by Lender from time to time to confirm the rights created or now or hereafter intended to
be created under this Agreement, to protect and further the validity and enforceability of this
Agreement or otherwise carry out the purposes of this Agreement.
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(d) Notices. Any notice, election, request, demand, report or statement which by any
provision of this Agreement is required or permitted to be given or served hereunder shall be in
writing and shall be given or served by (i) hand delivery against receipt, (ii) next day delivery
by any nationally recognized overnight courier service providing evidence of the date of delivery
or (iii) certified mail return receipt requested, postage prepaid. Any notice shall be addressed
to the addresses set forth below or to such other address as shall be designated by such party in a
written notice to the other party.
If to Guarantor:
|
BlueLinx Holdings, Inc. | |
| 0000 Xxxxxxxx Xxxxxxx | ||
| Xxxxxxx, Xxxxxxx 00000 | ||
| Attention: Mr. Xxxxx Xxxxxx, CFO & Treasurer | ||
with a copy to:
|
Xxxxxxx Xxxx & Xxxxx LLP | |
| 000 Xxxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxxxx X. Xxxxxxx, Esq. | ||
If to Lender:
|
German American Capital Corporation | |
| 00 Xxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxx Xxxxxxx and General Counsel | ||
with a copy to:
|
Wachovia Bank, National Association | |
| 000 Xxxx Xxxxxx, 0xx Xxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xx. Xxxxx Xxxxx | ||
and copy to:
|
Wachovia Bank, National
Association, as Servicer, at such notice address as shall be designated by notice delivered in accordance with this Section. |
|
and copy to:
|
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP | |
| Xxxx Xxxxx Xxxxxx | ||
| Xxx Xxxx, Xxx Xxxx 00000 | ||
| Attention: Xxxxxx X. Xxxx, Esq. |
All notices, elections, requests and demands required or permitted under this Agreement shall
be in the English language. All notices, elections, requests and demands under this Agreement
shall be effective and deemed received upon the earliest of (i) the actual receipt of the same by
personal delivery or otherwise, (ii) one (1) Business Day after being deposited with a nationally
recognized overnight courier service as required
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above or (iii) three (3) Business Days after being
deposited in the United States mail as required above. Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice was given as herein required
shall be deemed to be receipt of the notice, election, request, or demand sent.
(e) Entire Agreement. This Agreement constitutes the entire and final agreement
between Guarantor and Lender with respect to the subject matter hereof and may only be changed,
amended, modified or waived by an instrument in writing signed by Guarantor and Lender.
(f) No Waiver. No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed by the party sought
to be charged, and then such waiver shall be effective only in the specific instance and for the
purpose for which given. No delay on Lender’s part in exercising any right, power or privilege
under this Agreement or any other Loan Document shall operate as a waiver of any privilege, power
or right hereunder.
(g) Successors and Assigns. This Agreement shall be binding upon Guarantor and its
successors and assigns and shall inure to the benefit of Lender and its successors and permitted
assigns. Guarantor, without the prior written consent of Lender in each instance, may assign,
transfer or set over to another, in whole or in part, all or any part of its benefits, rights,
duties and obligations hereunder, including, but not limited to, performance of and compliance with
conditions hereof, provided that such assignment shall not release Guarantor of its obligations
hereunder.
(h) Captions. All paragraph, section, exhibit and schedule headings and captions
herein are used for reference only and in no way limit or describe the scope or intent of, or in
any way affect, this Agreement.
(i) Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original and all of which, when taken together, shall constitute one binding Agreement.
(j) Severability. The provisions of this Agreement are severable, and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in part, then such
invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not
any other clause or provision of this Agreement.
(k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW RULES. GUARANTOR AGREES
THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH
COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON GUARANTOR IN THE MANNER AND AT
THE ADDRESS SPECIFIED FOR NOTICES IN THIS
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AGREEMENT. GUARANTOR HEREBY WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
BROUGHT IN AN INCONVENIENT COURT.
(l) JURY TRIAL WAIVER. GUARANTOR, AND BY ITS ACCEPTANCE OF THIS AGREEMENT, LENDER,
AND ALL PERSONS CLAIMING BY, THROUGH OR UNDER GUARANTOR OR LENDER, HEREBY EXPRESSLY, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR
FUTURE MODIFICATION THEREOF OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF GUARANTOR OR LENDER WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;
AND EACH OF GUARANTOR AND LENDER HEREBY AGREES AND CONSENTS THAT AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT HERETO TO THE WAIVER
OF ANY RIGHT TO TRIAL BY JURY. EACH OF GUARANTOR AND LENDER ACKNOWLEDGES THAT IT HAS CONSULTED
WITH LEGAL COUNSEL REGARDING THE MEANING OF THIS WAIVER AND ACKNOWLEDGES THAT THIS WAIVER IS AN
ESSENTIAL INDUCEMENT FOR THE MAKING OF THE LOAN. THIS WAIVER SHALL SURVIVE THE REPAYMENT OF THE
LOAN.
(m) Counterclaims and Other Actions. Guarantor hereby expressly and unconditionally
waives, in connection with any suit, action or proceeding brought by Lender in connection with this
Agreement, any and every right it may have to (i) interpose any counterclaim therein (other than a
counterclaim which can only be asserted in the suit, action or proceeding brought by Lender on this
Agreement and cannot be maintained in a separate action) and (ii) have any such suit, action or
proceeding consolidated with any other or separate suit, action or proceeding.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, Guarantor has executed this Guaranty of Recourse Obligations as of the
date first set forth above.
| BLUELINX HOLDINGS INC., a Delaware corporation |
||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Name: Xxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
EXHIBIT A
Borrower
ABP AL (MIDFIELD) LLC
ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARK) LLC
ABP CA (RIVERSIDE) LLC
ABP CO I (DENVER) LLC
ABP CO II (DENVER) LLC
ABP CT (NEWTOWN) LLC
ABP FL (LAKE CITY) LLC
ABP FL (MIAMI) LLC
ABP FL (PENSACOLA) LLC
ABP FL (TAMPA) LLC
ABP FL (YULEE) LLC
ABP GA (LAWRENCEVILLE) LLC
ABP IA (DES MOINES) LLC
ABP IL (UNIVERSITY PARK) LLC
ABP IN (ELKHART) LLC
ABP KY (INDEPENDENCE) LLC
ABP LA (SHREVEPORT) LLC
ABP MA (BELLINGHAM) LLC, d/b/a ABP MA (Bellingham) Management
ABP MD (BALTIMORE) SUBSIDIARY LLC
ABP ME (PORTLAND) LLC
ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
ABP MN (MAPLE GROVE) LLC
ABP MN (XXXXX) LLC
ABP MO (BRIDGETON) LLC
ABP MO (KANSAS CITY) LLC
ABP MO (SPRINGFIELD) LLC
ABP MS (PEARL) LLC
ABP NC (XXXXXX) LLC
ABP NC (CHARLOTTE) LLC
ABP ND (NORTH FARGO) LLC
ABP NJ (DENVILLE) LLC
ABP NM (ALBUQUERQUE) LLC
ABP NY (YAPHANK) LLC
ABP OH (XXXXXXXX) LLC
ABP OK (TULSA) LLC
ABP OR (BEAVERTON) LLC
ABP PA (ALLENTOWN) LLC
ABP PA (XXXXXXX) LLC
ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC
ABP CA (NATIONAL CITY) LLC
ABP CA (NEWARK) LLC
ABP CA (RIVERSIDE) LLC
ABP CO I (DENVER) LLC
ABP CO II (DENVER) LLC
ABP CT (NEWTOWN) LLC
ABP FL (LAKE CITY) LLC
ABP FL (MIAMI) LLC
ABP FL (PENSACOLA) LLC
ABP FL (TAMPA) LLC
ABP FL (YULEE) LLC
ABP GA (LAWRENCEVILLE) LLC
ABP IA (DES MOINES) LLC
ABP IL (UNIVERSITY PARK) LLC
ABP IN (ELKHART) LLC
ABP KY (INDEPENDENCE) LLC
ABP LA (SHREVEPORT) LLC
ABP MA (BELLINGHAM) LLC, d/b/a ABP MA (Bellingham) Management
ABP MD (BALTIMORE) SUBSIDIARY LLC
ABP ME (PORTLAND) LLC
ABP MI (GRAND RAPIDS) LLC
ABP MI (DETROIT) LLC
ABP MN (MAPLE GROVE) LLC
ABP MN (XXXXX) LLC
ABP MO (BRIDGETON) LLC
ABP MO (KANSAS CITY) LLC
ABP MO (SPRINGFIELD) LLC
ABP MS (PEARL) LLC
ABP NC (XXXXXX) LLC
ABP NC (CHARLOTTE) LLC
ABP ND (NORTH FARGO) LLC
ABP NJ (DENVILLE) LLC
ABP NM (ALBUQUERQUE) LLC
ABP NY (YAPHANK) LLC
ABP OH (XXXXXXXX) LLC
ABP OK (TULSA) LLC
ABP OR (BEAVERTON) LLC
ABP PA (ALLENTOWN) LLC
ABP PA (XXXXXXX) LLC
A-1
ABP SC (CHARLESTON) LLC
ABP SD (SIOUX FALLS) LLC
ABP TN (XXXXX) LLC
ABP TN (MEMPHIS) LLC
ABP TN (NASHVILLE) LLC
ABP TX (EL PASO) LLC, d/b/a Delaware ABP TX (El Paso) LLC
ABP TX (FORT WORTH) LLC, d/b/a Delaware ABP TX (Fort Worth) LLC
ABP TX (HARLINGEN) LLC, d/b/a Delaware ABP TX (Harlingen) LLC
ABP TX (HOUSTON) LLC, d/b/a Delaware ABP TX (Houston) LLC
ABP TX (LUBBOCK) LLC, d/b/a Delaware ABP TX (Lubbock) LLC
ABP TX (SAN ANTONIO) LLC, d/b/a Delaware ABP TX (San Antonio) LLC
ABP VA (RICHMOND) LLC
ABP VA (VIRGINIA BEACH) LLC
ABP VT (SHELBURNE) LLC
ABP WA (WOODINVILLE) LLC
ABP WI (WAUSAU) LLC
ABP SD (SIOUX FALLS) LLC
ABP TN (XXXXX) LLC
ABP TN (MEMPHIS) LLC
ABP TN (NASHVILLE) LLC
ABP TX (EL PASO) LLC, d/b/a Delaware ABP TX (El Paso) LLC
ABP TX (FORT WORTH) LLC, d/b/a Delaware ABP TX (Fort Worth) LLC
ABP TX (HARLINGEN) LLC, d/b/a Delaware ABP TX (Harlingen) LLC
ABP TX (HOUSTON) LLC, d/b/a Delaware ABP TX (Houston) LLC
ABP TX (LUBBOCK) LLC, d/b/a Delaware ABP TX (Lubbock) LLC
ABP TX (SAN ANTONIO) LLC, d/b/a Delaware ABP TX (San Antonio) LLC
ABP VA (RICHMOND) LLC
ABP VA (VIRGINIA BEACH) LLC
ABP VT (SHELBURNE) LLC
ABP WA (WOODINVILLE) LLC
ABP WI (WAUSAU) LLC
A-2
