UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 19, 2012


BLUELINX HOLDINGS INC.
(Exact name of registrant specified in its charter)
 
 
  Delaware 001-32383 77-0627356  
 
(State or other
jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
         
         
  4300 Wildwood Parkway, Atlanta, Georgia 30339  
  (Address of principal executive offices) (Zip Code)  
         
 
 
Registrant's telephone number, including area code:   (770) 953-7000

Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement
 
On September 19, 2012, BlueLinx Holdings Inc. (the “Company”) and certain of its subsidiaries, entered in an amendment (the “Twelfth Amendment”) to its existing Loan and Security Agreement, dated June 9, 2006, as previously amended (the “Mortgage Agreement”), with U.S. Bank National Association, in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, and Wells Fargo Bank, N.A., as trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-4, as successor in interest to German American Capital Corporation.

The Twelfth Amendment provides for the immediate prepayment of approximately $11.8 million of the indebtedness under the Mortgage Agreement without incurring a prepayment premium from cash currently held as collateral under the Mortgage Agreement.  In addition, on the last business day of each calendar quarter, starting with the fourth quarter of 2012, additional funds held as collateral under the Mortgage Agreement will be used to prepay indebtedness under the Mortgage Agreement, without prepayment premium, up to an aggregate additional prepayment of $10.0 million.  Thereafter, any cash remaining in the collateral account under the Mortgage Agreement, up to an aggregate of $10.0 million, will be released to the Company on the last business day of each calendar quarter through the second quarter of 2014.  All funds released pursuant to these provisions may only be used by the Company to pay for usual and customary operating expenses.  During the periods described above in which cash in the collateral account is used to either prepay indebtedness under the Mortgage Agreement or released to the Company, the lenders will not release any of the cash collateral to the Company for specified capital expenditures as previously provided under the Mortgage Agreement.

In connection with entering into the Twelfth Amendment, the Company has agreed to pay a fee of $250,000.

The foregoing description of the terms of the Twelfth Amendment is qualified in its entirety by reference to the Twelfth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.     
 
Item 8.01 Other Events
 
On September 20, 2012, the Company announced the sale of its distribution center located in Newark, California. The approximately 235,000 square foot distribution center sold for approximately $17.7 million.  The Company expects to record a gain of approximately $9.1 million related to this transaction in the third quarter of 2012 as a reduction of operating expense. Approximately $12.84 million of the net proceeds will be used for immediate prepayment of the indebtedness under the Mortgage Agreement without incurring a prepayment premium. Approximately $2.76 million of the net proceeds will be used for general corporate purposes.
 
 
 
 
 
Item 9.01 Financial Statements and Exhibits
 
(d)      Exhibits


Exhibit No.
Description
10.1
Twelfth Amendment to Loan and Security Agreement, dated September 19, 2012, between the entities set forth therein collectively as borrower, U.S. Bank National Association, in its capacity as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27 and Wells Fargo Bank, N.A., as trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-4, as successor in interest to German American Capital Corporation, as Lender
99.1
Press release, dated September 20, 2012, regarding the sale of the Newark, California distribution center

 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  BLUELINX HOLDINGS INC.  
     
       
 
By:
/s/ Sara E. Epstein  
    Sara E. Epstein  
    Secretary  
       
       
Dated: September 20, 2012
     
 
EXHIBIT 10.1
 

TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
 
This Twelfth Amendment to Loan and Security Agreement (" Twelfth Amendment ") is made as of the 19 th day of September, 2012, by and between the entities set forth on Exhibit "A" attached hereto, each a Delaware limited liability company, (collectively " Borrower " and each an "Individual Borrower" ), and both U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C27 and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF BANC OF AMERICA COMMERCIAL MORTGAGE INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4  (together, " Lender ") as successor in interest to GERMAN AMERICAN CAPITAL CORPORATION , a Maryland corporation (" GA ").
 
R E C I T A L S:
 
WHEREAS , the entities set forth on Exhibit "B" attached hereto, each a Delaware limited liability company, (" Original Borrower ") and GA entered into that certain Loan and Security Agreement dated June 9, 2006 (" Loan Agreement ") pursuant to which GA loaned Original Borrower the principal sum of $295,000,000.00 (" Loan ");
 
WHEREAS , the Loan Agreement has been amended by that certain First Amendment to Loan and Security Agreement dated December 17, 2008, that certain Second Amendment to Loan and Security Agreement dated December 30, 2008, that certain Third Amendment to Loan and Security Agreement dated May 22, 2009, and that certain Fourth Amendment to Loan and Security Agreement dated February 18, 2011, and that certain Fifth Amendment to Loan and Security Agreement dated July 12, 2011 (" Fifth Amendment "), that certain Sixth Amendment to Loan and Security Agreement dated December 30, 2011, that certain Seventh Amendment to Loan and Security Agreement dated December 30, 2011, that certain Eighth Amendment to Loan and Security Agreement dated March 20, 2012, that certain Ninth Amendment to Loan and Security Agreement dated March 21, 2012, that certain Tenth Amendment to Loan and Security Agreement dated March 27, 2012, and that certain Eleventh Amendment to Loan and Security Agreement of approximately even date herewith (" Eleventh Amendment ");
 
WHEREAS , the Loan is evidenced by the Loan Documents.  The Loan Documents, except for Amended and Restated Notes A-1 and A-2, were assigned, and Amended and Restated Note A-2 was endorsed, to Wachovia Bank, National Association, thereafter to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, thereafter to Bank of America, N.A., as Trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, and thereafter Lender replaced Bank of America, N.A. as Trustee, and Amended and Restated Note A-1 was endorsed to Wachovia Bank, National Association and thereafter to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Banc of America Commercial Mortgage, Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-4;
 
 
 
 
 
WHEREAS , LNR Partners, LLC, a Florida limited liability company is the Special Servicer of the Loan for each entity of Lender;
 
WHEREAS , Borrower has requested that Section 8.4 of the Loan Agreement, previously amended by the Fifth Amendment, be further amended to allow for a portion of the funds held by Lender in the LCR Deterioration Reserve Account be released to Borrower; and
 
WHEREAS , pursuant to the provisions of the Eleventh Amendment, Borrower is selling and receiving certain funds from the sale of Borrowers' real property located in Newark, California.
 
NOW, THEREFORE , for and in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto consent and agree as follows:
 
1.     The above and foregoing Recitals are true and correct and incorporated herein by reference thereto.
 
2.     Article XVII of the Loan Agreement is hereby amended to add the following as Section 17.4:
 
      17.4        Severing Loan Documents .  As a result of an Event of Default, for purposes of evidencing and enforcing its rights and remedies provided hereunder, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages, deeds of trust, deeds to secure debt, and other security documents (the " Severed Loan Documents ") in such denominations and priorities as Lender shall determine in its sole discretion.  Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender.  Borrower hereby absolutely and irrevocably appoints Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) Business Days after notice has been given to Borrower by Lender of Lender's intent to exercise its rights under such power.  Borrower shall be obligated to pay the costs and expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents.  The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of June 9, 2006.
 
 
2
 
 
3.     Section 16.5 of the Loan Agreement, as previously amended by the Fifth Amendment, is further amended as follows:
 
           (a)        Promptly after the execution hereof by the parties hereto, Lender shall apply all of the funds existing as of August 31, 2012 held in the LCR Deterioration Reserve Account to the Loan, one-half (1/2) to Amended and Restated Note A-1 and one-half (1/2) to Amended and Restated Note A-2, without imposition of the otherwise applicable Yield Maintenance Premium.
 
                             (b)              (i)           On the last business day of each calendar quarter, starting with the fourth (4th) calendar quarter of 2012, Lender shall apply all of the funds then held in the LCR Deterioration Reserve Account to the Loan, one-half (1/2) to Amended and Restated Note A-1 and one-half (1/2) to Amended and Restated Note A-2, without imposition of the otherwise applicable Yield Maintenance Premium, until the cumulative sum of $10,000,000.00 has been applied to the Loan.  In the event the Low LCR Cash Sweep Period terminates before the $10,000,000.00 has been applied and then recommences, then in that event, the application as aforesaid of the funds in the LCR Deterioration Reserve Account shall recommence until the application of the $10,000,000.00 has been satisfied or the LCR Cash Sweep Period is again terminated.  In the event the Low LCR Cash Sweep Period terminates for a second time before the $10,000,000.00 has been applied and then recommences, then in that event, the application as aforesaid of the funds in the LCR Deterioration Reserve Account shall recommence until the application of the $10,000,000.00 has been satisfied or the LCR Cash Sweep Period is again terminated.  The terminating and recommencing shall continue until the $10,000,000.00 has been applied.
 
                        (ii)    On the last day of the calendar quarter in which the funds applied pursuant to sub-section (i) above reaches $10,000,000.00, the funds remaining then and thereafter in the LCR Deterioration Reserve Account in said calendar quarter and on the last business day of each calendar quarter thereafter, to and including the second (2nd) calendar quarter of 2014, shall be released to Borrower until the cumulative sum of $10,000,000.00 has been released to Borrower.
 
                         (iii)          While the provisions of sub-sections (i) and (ii) above are in effect, there shall be a suspension of the release of funds from the LCR Deterioration Reserve Account to Borrower for capital expenses as set forth in Section 5 of the Fifth Amendment.
 
          (c)                       Upon application by Lender of the funds set forth in sub-sections (a) and (b)(i) above, Lender shall readjust the Monthly Debt Service Payment Amount utilizing the method set forth in Section 4.b.ii of both of Amended and Restated Notes A-1 and A-2.
 
4.     All net proceeds paid to Borrower from the sale of their real property in Newark, California (which shall not exceed $4,160,000.00), and all funds released to Borrower pursuant to the provisions of sub-section 3.B.(ii) above shall only be used to pay for usual and customary operating expenses of Borrower and/or BlueLinx Corporation and/or BlueLinx Holdings, Inc., and shall not be paid out as dividends or any other distribution (except to fund payment of said usual and customary operating and maintenance expenses) to shareholders or members of Borrower and/or BlueLinx Corporation and/or BlueLinx Holdings, Inc., and/or any other related Blue Linx entity.  Any such prohibited distribution shall constitute a Monetary Default under the Loan Documents.
 
 
3
 
 
5.     In order to induce Lender to consent to the release of the Newark, California, property from the lien of the Loan Documents and to enter into this Twelfth Amendment, Borrower shall pay Special Servicer a fee of $250,000.00 simultaneous with the execution hereof by wire transfer of federal funds, from Borrower's separate funds and not from the Holding Account or any sub-accounts thereof held by Lender.
 
6.     Borrower hereby represents, warrants, acknowledges and covenants to and with Lender that:
 
            (a)          To the best of Borrower's knowledge, no Event of Default or Default under any of the Loan Documents has occurred and is continuing.
 
            (b)          As of the date hereof (but not as to any matters arising hereafter), Borrower has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever against Lender or any of Lender's predecessors in interest or any subsidiary of Lender or any of the past, present and future officers, directors, contractors, employees, agents, servicers (including, but not limited to, LNR Partners, LLC, and Wachovia Bank, National Association), attorneys, representatives, participants, successors and assigns of Lender and Lender's predecessors in interest (collectively, the " Lender Partners ") with respect to: (i) the Loan; (ii) the Loan Documents; (iii) any other documents or instruments now or previously evidencing, securing or in any way relating to the Loan; (iv) the administration or funding of the Loan; or (v) the development, operation or financing of the Property. To the extent Borrower would be deemed to have any such defenses, setoffs, claims, counterclaims or causes of action as of the date hereof, Borrower waives and relinquishes them.
 
            (c)          Borrower acknowledges that as of the date hereof, the outstanding principal balance of the Loan is $234,882,068.92 (exclusive of any reduction on account of the sale of even date of the Newark, California property).  In the event of an error or omission in the foregoing information, neither Borrower nor Lender in any way prejudices their respective right and entitlement to all monies lawfully due Lender and/or obligations regarding the same.
 
            (d)          Borrower reaffirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents as if made on the date hereof, except to the extent such representations and warranties may be subject to change in the ordinary course of Borrower's business (to the extent permitted by the Loan Documents).
 
            (e)          To the best of Borrower’s knowledge, no representation or warranty of Borrower in this Twelfth Amendment or of Guarantor or Maryland Guarantor or Indemnitor executing a Joinder hereto contains any untrue statement of material fact or intentionally omits to state a material fact necessary in order to make such representations and warranties not misleading in any material respect in light of the circumstances under which they are made.  Any breach by Borrower or by any of the parties executing a Joinder hereto of any of the representations, warranties or covenants set forth herein or any Joinder hereto, after expiration of all applicable notice and cure periods, shall constitute an Event of Default under the Loan Documents.
 
 
4
 
 
              (f)            All certifications set forth in the Borrower's Certificate of even date are true and correct in all material respects.  The Borrower/Lessor and Lessee Certificate by Borrower as Lessor and BlueLinx Corporation as Lessee is true and correct in all material respects.
 
7.     Miscellaneous items :
 
7.1         Ratification .  Borrower hereby ratifies and confirms to Lender, as of the date hereof that, except as otherwise expressly and specifically modified by the terms of this Twelfth Amendment, all of the terms, representations, warranties, covenants, indemnifications and provisions of the Note, the Loan Agreement and the other Loan Documents are and shall remain in full force and effect as legally and binding obligations of Borrower. Consent by Lender shall not constitute or imply consent to any other amendment or modification of the Loan Documents.
 
7.2         References .  All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement, amended by the eleven (11) amendments described in the second Whereas clause above, as further amended hereby.
 
7.3         Counterparts .  This Twelfth Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.
 
7.4         Successors and Assigns .  This Twelfth Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.
 
7.5         Governing Law .  This Twelfth Amendment shall be governed by, and construed in accordance with, the laws of the State of New York and any applicable law of the United States of America.  The terms and conditions of Section 19.3 of the Loan Agreement are hereby incorporated herein by this reference, with the same force and effect as if set forth herein in their entirety.
 
7.6         Waiver of Jury Trial .  BORROWER, GUARANTOR, MARYLAND GUARANTOR, INDEMNITORS AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS TWELFTH AMENDMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, GUARANTOR, INDEMNITORS AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.  BORROWER, GUARANTOR, MARYLAND GUARANTOR, INDEMNITOR AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.
 
 
5
 
 
7.7         No Modification .  No modification, amendment, extension, discharge, termination or waiver of any provision of this Twelfth Amendment or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.
 
7.8         Defined Terms .  Unless otherwise defined in this Twelfth Amendment, terms defined in the Loan Agreement or in any of the other Loan Documents shall have their defined meanings when used herein.
 

 

 
(Signature on following page)
 
 
6
 

     IN WITNESS WHEREOF , Borrower and Lender, joined by Guarantor, Maryland Guarantor and Indemnitor, have executed this Twelfth Amendment as of the day and date first above written.
 
BORROWER

 
ABP AL (MIDFIELD) LLC
 
ABP AR (LITTLE ROCK) LLC
 
ABP CA (CITY OF INDUSTRY) LLC
 
ABP CA (NATIONAL CITY) LLC
 
XXXXXXXXXXXXXXXXXXXX
 
ABP CO I (DENVER) LLC
 
XXXXXXXXXXXXXXXXXXXX
 
XXXXXXXXXXXXXXXXXXXX
 
ABP CO II (DENVER) LLC
 
ABP FL (MIAMI) LLC
 
ABP FL (LAKE CITY) LLC
 
ABP FL (TAMPA) LLC
 
ABP FL (PENSACOLA) LLC
 
ABP GA (LAWRENCEVILLE) LLC
 
ABP FL (YULEE) LLC
 
ABP IL (UNIVERSITY PARK) LLC
 
ABP IA (DE MOINES) LLC
 
ABP KY (INDEPENDENCE) LLC
 
ABP IN (ELKHART) LLC
 
ABP MA (BELLINGHAM) LLC
 
ABP LA (SHREVEPORT) LLC
 
ABP ME (PORTLAND) LLC
 
ABP MD (BALTIMORE) SUBSIDIARY LLC
 
ABP MI (GRAND RAPIDS) LLC
 
ABP MI (DETROIT) LLC
 
ABP MN (MAPLE GROVE) LLC
 
XXXXXXXXXXXXXXXXXXXX
 
ABP MO (KANSAS CITY) LLC
 
ABP MO (BRIDGETON) LLC
 
ABP MS (PEARL) LLC
 
ABP MO (SPRINGFIELD) LLC
 
ABP NC (CHARLOTTE) LLC
 
ABP NC (BUTNER) LLC
 
ABP NJ (DENVILE) LLC
 
ABP LA (NEW ORLEANS) LLC
 
ABP NY (YAPHANK) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXXX
 
ABP OK (TULSA) LLC
 
ABP OH (TALMADGE) LLC
 
ABP PA (ALLENTOWN) LLC
 
ABP OR (BEAVERTON) LLC
 
ABP SC (CHARLESTON) LLC
 
ABP PA (STANTON) LLC
 
ABP TN (ERWIN) LLC
 
ABP SD (SIOUX FALLS) LLC
 
ABP TN (MADISON) LLC
 
ABP TN (MEMPHIS) LLC
 
ABP TX (FORT WORTH) LLC
 
ABP TX (EL PASO) LLC
 
ABP TX (HOUSTON) LLC
 
ABP TX (HARLINGEN) LLC
 
ABP TX (SAN ANTONIO) LLC
 
ABP TX (LUBBOCK) LLC
 
ABP VA (VIRGINIA BEACH) LLC
 
ABP VA (RICHMOND) LLC
 
XXXXXXXXXXXXXXXXXXXX
 
ABP VT (SHELBURNE) LLC
 
ABP WI (WAUSAU) LLC
 
  Each entity listed above  
       
 
By:
/s/ H. Douglas Goforth  
    H. Douglas Goforth  
    Vice-President and Secretary  

 
7
 


 
  LENDER :
   
  U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY IN ITS CAPACITY AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C27
   
 
By:
LNR Partners, LLC, a Florida limited liability company, as Attorney-in-Fact
     
    By: /s/ Arnold Shulkin
    Name: Arnold Shulkin
    Title: Vice President
       
  And    
       
  WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF BANC OF AMERICA COMMERCIAL MORTGAGE INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
       
 
By:
LNR Partners, LLC, a Florida limited liability company and successor to LNR Partners, Inc., a Florida corporation, as Attorney-in-Fact
       
    By: /s/ Arnold Shulkin
    Name: Arnold Shulkin
    Title: Vice President
 
 
8
 
 
Guarantor hereby acknowledges the modifications to the Loan Agreement made herein and hereby ratifies and confirms to Lender, as of the date hereof, that all of the terms, covenants, indemnifications and provisions of the Guaranty of Recourse Obligations dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Twelfth Amendment.
 
  GUARANTOR :  
       
  BLUELINX HOLDINGS, INC. , a Delaware corporation  
     
       
 
By:
/s/ H. Douglas Goforth  
    H. Douglas Goforth  
    Chief Financial Officer and Treasurer  
       
 
Maryland Loan Guarantor hereby acknowledges the modifications to the Loan Agreement made herein and hereby ratifies and confirms to Lender, as of the date hereof, that all of the terms, covenants, indemnifications and provisions of the Guaranty dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Twelfth Amendment.
 
  MARYLAND LOAN GUARANTOR :  
       
  ABP MD (BALTIMORE) LLC , a Delaware limited liability company  
     
       
 
By:
/s/ H. Douglas Goforth  
    H. Douglas Goforth  
    Vice-President and Secretary  
       
(Continued on following page)

 
9
 

Indemnitor hereby acknowledges the modifications to the Loan Agreement and the other Loan Documents as made herein and hereby ratify and confirm to Lender, as of the date thereof, that all of the terms, covenants, indemnifications and provisions of the Environmental Indemnity dated June 9, 2006 are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Twelfth Amendment.
 
  INDEMNITOR :  
       
  BLUELINX HOLDINGS, INC. , a Delaware corporation  
     
       
 
By:
/s/ H. Douglas Goforth  
    H. Douglas Goforth  
    Chief Financial Officer and Treasurer  
       
 
 
10
 
 
EXHIBIT "A"
 
BORROWER

 
ABP AL (MIDFIELD) LLC
 
ABP AR (LITTLE ROCK) LLC
 
ABP CA (CITY OF INDUSTRY) LLC
 
ABP CA (NATIONAL CITY) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXX
 
ABP CO I (DENVER) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXX
 
XXXXXXXXXXXXXXXXXXXXXXXX
 
ABP CO II (DENVER) LLC
 
ABP FL (MIAMI) LLC
 
ABP FL (LAKE CITY) LLC
 
ABP FL (TAMPA) LLC
 
ABP FL (PENSACOLA) LLC
 
ABP GA (LAWRENCEVILLE) LLC
 
ABP FL (YULEE) LLC
 
ABP IL (UNIVERSITY PARK) LLC
 
ABP IA (DE MOINES) LLC
 
ABP KY (INDEPENDENCE) LLC
 
ABP IN (ELKHART) LLC
 
ABP MA (BELLINGHAM) LLC
 
ABP LA (SHREVEPORT) LLC
 
ABP ME (PORTLAND) LLC
 
ABP MD (BALTIMORE) SUBSIDIARY LLC
 
ABP MI (GRAND RAPIDS) LLC
 
ABP MI (DETROIT) LLC
 
ABP MN (MAPLE GROVE) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXX
 
ABP MO (KANSAS CITY) LLC
 
ABP MO (BRIDGETON) LLC
 
ABP MS (PEARL) LLC
 
ABP MO (SPRINGFIELD) LLC
 
ABP NC (CHARLOTTE) LLC
 
ABP NC (BUTNER) LLC
 
ABP NJ (DENVILE) LLC
 
ABP LA (NEW ORLEANS) LLC
 
ABP NY (YAPHANK) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXXX
 
ABP OK (TULSA) LLC
 
ABP OH (TALMADGE) LLC
 
ABP PA (ALLENTOWN) LLC
 
ABP OR (BEAVERTON) LLC
 
ABP SC (CHARLESTON) LLC
 
ABP PA (STANTON) LLC
 
ABP TN (ERWIN) LLC
 
ABP SD (SIOUX FALLS) LLC
 
ABP TN (MADISON) LLC
 
ABP TN (MEMPHIS) LLC
 
ABP TX (FORT WORTH) LLC
 
ABP TX (EL PASO) LLC
 
ABP TX (HOUSTON) LLC
 
ABP TX (HARLINGEN) LLC
 
ABP TX (SAN ANTONIO) LLC
 
ABP TX (LUBBOCK) LLC
 
ABP VA (VIRGINIA BEACH) LLC
 
ABP VA (RICHMOND) LLC
 
XXXXXXXXXXXXXXXXXXXXXXXX
 
ABP VT (SHELBURNE) LLC
 
ABP WI (WAUSAU) LLC

 
11
 

EXHIBIT "B"

ORIGINAL 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 CO I (DENVER) LLC
 
ABP CA (RIVERSIDE) LLC
 
ABP CT (NEWTON) LLC
 
ABP CO II (DENVER) LLC
 
ABP FL (MIAMI) LLC
 
ABP FL (LAKE CITY) LLC
 
ABP FL (TAMPA) LLC
 
ABP FL (PENSACOLA) LLC
 
ABP GA (LAWRENCEVILLE) LLC
 
ABP FL (YULEE) LLC
 
ABP IL (UNIVERSITY PARK) LLC
 
ABP IA (DE MOINES) LLC
 
ABP KY (INDEPENDENCE) LLC
 
ABP IN (ELKHART) LLC
 
ABP MA (BELLINGHAM) LLC
 
ABP LA (SHREVEPORT) LLC
 
ABP ME (PORTLAND) LLC
 
ABP MD (BALTIMORE) SUBSIDIARY LLC
 
ABP MI (GRAND RAPIDS) LLC
 
ABP MI (DETROIT) LLC
 
ABP MN (MAPLE GROVE) LLC
 
ABP MN (EAGAN) LLC
 
ABP MO (KANSAS CITY) LLC
 
ABP MO (BRIDGETON) LLC
 
ABP MS (PEARL) LLC
 
ABP MO (SPRINGFIELD) LLC
 
ABP NC (CHARLOTTE) LLC
 
ABP NC (BUTNER) LLC
 
ABP NJ (DENVILE) LLC
 
ABP ND (NORTH FARGO) LLC
 
ABP NY (YAPHANK) LLC
 
ABP NM (ALBUQUERQUE) LLC
 
ABP OK (TULSA) LLC
 
ABP OH (TALMADGE) LLC
 
ABP PA (ALLENTOWN) LLC
 
ABP OR (BEAVERTON) LLC
 
ABP SC (CHARLESTON) LLC
 
ABP PA (STANTON) LLC
 
ABP TN (ERWIN) LLC
 
ABP SD (SIOUX FALLS) LLC
 
ABP TN (NASHVILLE) LLC
 
ABP TN (MEMPHIS) LLC
 
ABP TX (FORT WORTH) LLC
 
ABP TX (EL PASO) LLC
 
ABP TX (HOUSTON) LLC
 
ABP TX (HARLINGEN) LLC
 
ABP TX (SAN ANTONIO) LLC
 
ABP TX (LUBBOCK) LLC
 
ABP VA (VIRGINIA BEACH) LLC
 
ABP VA (RICHMOND) LLC
 
ABP WA (WOODINVILLE) LLC
 
ABP VT (SHELBURNE) LLC
 
ABP WI (WAUSAU) LLC
 
12
 
EXHIBIT 99.1
 
GRAPHIC
 
4300 Wildwood Parkway
Atlanta, GA  30339
1-888-502-BLUE
www.BlueLinxCo.com
 
 
     
BlueLinx Contacts:
   
Doug Goforth, CFO & Treasurer
 
Investor Relations:
BlueLinx Holdings Inc.
 
Maryon Davis, Director Finance & IR
(770) 953-7505
 
(770) 221-2666

 
FOR IMMEDIATE RELEASE


BLUELINX ANNOUNCES $17.7 MILLION SALE OF CALIFORNIA REAL ESTATE



ATLANTA – September 20, 2012 – BlueLinx Holdings Inc. (NYSE: BXC), a leading distributor of building products in North America, announced today the sale of its distribution center located in Newark, California.  The approximately 235,000-square-foot distribution center sold for $17.7 million.  The Company expects to record a gain of approximately $9.1 million related to this transaction in the third quarter of 2012 as a reduction of operating expense.

“We are excited to complete the sale of this property that strengthens our balance sheet and positions us to strategically grow our business.  We plan to relocate in the surrounding area by the end of the year to continue serving the Northern California market,” said BlueLinx CFO Doug Goforth.

About BlueLinx Holdings Inc.
Headquartered in Atlanta, Georgia, BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. Employing approximately 1,900 people, BlueLinx offers greater than 10,000 products from over 750 suppliers to service approximately 11,500 customers nationwide, including dealers, industrial manufacturers, manufactured housing producers and home improvement retailers. The Company operates its distribution business from sales centers in Atlanta and Denver, and its network of approximately 55 distribution centers.  BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its Web site at www.BlueLinxCo.com .
 
Forward-looking Statements
 
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to return to profitability and our outlook on the housing industry.  All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by BlueLinx to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of BlueLinx’ control that may cause its business, strategy or actual results to differ materially from the forward-looking statements. These risks and uncertainties may include, among other things: changes in the supply and/or demand for products that it distributes, especially as a result of conditions in the residential housing market; general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital, including the availability of residential mortgages; the ability to identify acquisition opportunities and effectively and cost-efficiently integrate acquisitions; adverse weather patterns or conditions; acts of war or terrorist activities; variations in the performance of the financial markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and in its periodic reports filed with the Securities and Exchange Commission from time to time. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements. BlueLinx undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, changes in expectation or otherwise, except as required by law.

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