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”).
May 7, 2004BlueLinx Holdings Inc. • October 1st, 2004 • 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. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • October 1st, 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”).
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 • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • Georgia
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
BlueLinx Holdings Inc.BlueLinx Holdings Inc. • October 1st, 2004 • Wholesale-lumber, plywood, millwork & wood panels
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
This First Amendment, dated as of May 6, 2004 (this “Amendment”), to the Asset Purchase Agreement (the “Agreement”), dated as of March 12, 2003, 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 BlueLinx Corporation (f/k/a ABP Distribution Inc.), a Georgia corporation (“Purchaser”).
LOAN AND SECURITY AGREEMENT by and among THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Lenders, CONGRESS FINANCIAL CORPORATION, as Administrative and Collateral Agent, CONGRESS FINANCIAL CORPORATION and GOLDMAN SACHS CREDIT PARTNERS, L.P., as Co-Lead...Loan and Security Agreement • October 1st, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
This Loan and Security Agreement (this “Agreement”), dated May 7, 2004, is entered into by and among the financial institutions from time to time parties hereto, whether by execution of an Assignment and Acceptance Agreement (as defined below) or this Agreement (each a “Lender” and collectively the “Lenders”), Congress Financial Corporation, a Delaware corporation (“Congress”), as administrative and collateral agent for the Lenders and for the Bank Product Providers (as defined below) (in such capacity, “Administrative and Collateral Agent”) and Congress and Goldman Sachs Credit Partners, L.P., a Bermuda limited partnership (“GSCP”), as co-lead arrangers for the credit facility (in such capacities, each a “Co-Lead Arranger” and collectively the “Co-Lead Arrangers”) and as co-syndication agents for the credit facility (in such capacities, each a “Co-Syndication Agent” and collectively, “Co-Syndication Agents”), Bank of America, N.A. and Wells Fargo Foothill, LLC, as documentation agents
