BLUELINX HOLDINGS INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification 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”).
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.
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”).
AMENDED AND RESTATED MASTER LEASE AGREEMENTMaster Lease Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Lease”), dated as of October 26, 2004, is between ABP AL (MIDFIELD) LLC, a Delaware limited liability company with an office at 4300 Wildwood Parkway, Atlanta, Georgia, 30339, Attention: Gary Cummings (“Landlord Agent”) and the parties identified as Landlords on the signature pages hereof (each, individually and collectively with Landlord Agent, “Landlord”), and BLUELINX CORPORATION, a Georgia corporation with an office at 4100 Wildwood Parkway, Atlanta, Georgia, 30339, Attention: General Counsel (“Tenant”).
Individual Borrower) to COLUMN FINANCIAL, INC., as Lender (Lender) MORTGAGE AND SECURITY AGREEMENT Dated: As of October 26, 2004 Location: [ ] County: [ ] PREPARED BY AND UPON RECORDATION RETURN TO: Cadwalader, Wickersham & Taft LLP New York, New York...Mortgage and Security Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels
THIS MORTGAGE AND SECURITY AGREEMENT (this “Security Instrument”) is made as of this 26 day of October, 2004, by [ ], a Delaware limited liability company, having its principal place of business at c/o BlueLinx Holdings, Inc., 4300 Wildwood Parkway, Atlanta, Georgia 30339, Attention: President, as mortgagor (“Individual Borrower”) for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as mortgagee (“Lender”).
GUARANTY AGREEMENTGuaranty Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS GUARANTY AGREEMENT (the “Guaranty”) is executed as of October 26, 2004, by BLUELINX HOLDINGS, INC., a Delaware corporation, with an office at 4300 Wildwood Parkway, Atlanta, Georgia, 30339 (whether one or more collectively referred to as “Guarantor”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of the 26th day of October, 2004 by THE ENTITIES IDENTIFIED ON THE SIGNATURE PAGES OF THIS AGREEMENT AS BORROWER (collectively, “Borrower”) and BLUELINX HOLDINGS, INC., a Delaware corporation, with an office at 4300 Wildwood Parkway, Atlanta, Georgia 30339 (“Sponsor”; Borrower and Sponsor, collectively, “Indemnitor”) in favor of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Indemnitee”) and other Indemnified Parties (defined below).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement and Consent • November 26th, 2004 • BlueLinx Holdings Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of October 26, 2004, is entered into by and among the financial institutions signatory hereto (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 (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 the “Co-Syndication Agents”), Bank of America, N.A., Wells Fargo Foothill, LLC, and JPMorgan Chase Bank as documentation agents (in such capacities, each a “Documentation Agent” and collectively th
