BlueLinx Holdings Inc. (Form: 10-K, Received: 03/28/2016 17:29:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K



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

	For the fiscal year ended January 2, 2016
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-32383

BlueLinx Holdings Inc.

(Exact name of registrant as specified in its charter)



Delaware	77-0627356
(State or other jurisdiction of incorporation or organization)	(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

Securities registered pursuant to Section 12(b) of the Act



Title of Each Class		Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of July 4, 2015 was $23,042,559 , based on the closing price on the New York Stock Exchange of $1.00 per share on July 2, 2015.

As of March 28, 2016 , the registrant had 90,054,008 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference to the registrant’s definitive Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended January 2, 2016 .

BLUELINX HOLDINGS INC.

ANNUAL REPORT ON FORM 10-K

For the fiscal year ended January 2, 2016

TABLE OF CONTENTS



PART I

ITEM 1	Business	4
ITEM 1A	Risk Factors	6
ITEM 1B	Unresolved Staff Comments	10
ITEM 2	Properties	11
ITEM 3	Legal Proceedings	11
ITEM 4	Mine Safety Disclosures	11

PART II

ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	12
ITEM 6	Selected Financial Data	13
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	24
ITEM 8	Financial Statements and Supplementary Data	25
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	60
ITEM 9A	Controls and Procedures	60
ITEM 9B	Other Information	61

PART III

ITEM 10	Directors, Executive Officers, and Corporate Governance	62
ITEM 11	Executive Compensation	62
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	62
ITEM 14	Principal Accounting Fees and Services	63

PART IV

ITEM 15	Exhibits and Financial Statement Schedules	64
	Signatures	71

As used herein, unless the context otherwise requires, “BlueLinx,” the “Company,” “we,” “us,” and “our” refer to BlueLinx Holdings Inc. and its subsidiaries. BlueLinx Corporation is the wholly-owned operating subsidiary of BlueLinx Holdings Inc. and is referred to herein as the “operating company” when necessary. Reference to “fiscal 2015” refers to the 52-week period ended January 2, 2016 . Reference to “fiscal 2014” refers to the 52-week period ended January 3, 2015 . Reference to “fiscal 2013” refers to the 53-week period ended January 4, 2014 .

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A Risk Factors and elsewhere in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

PART I

ITEM 1. BUSINESS

Company Overview

We are a leading distributor of building products in North America. The Company is headquartered in Atlanta, Georgia, with executive offices located at 4300 Wildwood Parkway, Atlanta, Georgia, and we operate our distribution business through a network of 44 distribution centers located throughout the United States (“U.S.”). We serve most major metropolitan areas in the U.S, and deliver building products to a variety of wholesale and retail customers.

Fiscal Year

Fiscal 2015 comprised 52 weeks, fiscal 2014 comprised 52 weeks, and fiscal 2013 comprised 53 weeks.

Products and Services

We distribute products in two principal categories: structural products and specialty products. Structural products, which represented approximately 40% , 41% , and 44% of our fiscal 2015 , fiscal 2014 , and fiscal 2013 gross sales, respectively, include plywood, oriented strand board (“OSB”), rebar and remesh, lumber and other wood products primarily used for structural support, walls, and flooring in construction projects. Specialty products, which represented approximately 60% , 59% , and 56% of our fiscal 2015 , fiscal 2014 , and fiscal 2013 gross sales, respectively, include roofing, insulation, specialty panels, moulding, engineered wood products, vinyl products (used primarily in siding), outdoor living, particle board, and metal products (excluding rebar and remesh). In some cases, these products are branded by us.

We also provide a wide range of value-added services and solutions to our customers and suppliers including:

• providing “less-than-truckload” delivery services;

• pre-negotiated program pricing plans;

• inventory stocking;

• automated order processing through an electronic data interchange, or “EDI”, that provides a direct link between us

and our customers;

• intermodal distribution services, including railcar unloading and cargo reloading onto customers’ trucks; and

• backhaul services, when otherwise empty trucks are returning from customer deliveries.

Distribution Channels

We sell products through three main distribution channels: warehouse sales, reload sales, and direct sales.

Warehouse sales are delivered from our warehouses to dealers, home improvement centers, and industrial users. Warehouse sales accounted for approximately 73% of our fiscal 2015 gross sales, and 71% of both our fiscal 2014 and fiscal 2013 gross sales.

Reload sales are similar to warehouse sales but are shipped from third-party warehouses where we store owned product to enhance operating efficiencies. This channel is employed primarily to service strategic customers that would be less economical to service from our warehouses, and to distribute large volumes of imported products from port facilities. Reload sales accounted for approximately 8% of our fiscal 2015 gross sales, and 10% of both our fiscal 2014 and fiscal 2013 gross sales.

Direct sales are shipped from the manufacturer to the customer without our taking physical inventory possession. This channel requires the lowest amount of committed capital and fixed costs. Direct sales accounted for approximately 19% of our gross sales for fiscal years 2015 , 2014 , and 2013 .

Competition

The U.S. building products distribution market is a highly fragmented market, served by a small number of multi-regional distributors, several regionally focused distributors, and a large number of independent local distributors. Local and regional distributors tend to be closely held and often specialize in a limited number of segments, in which they offer a broader selection of products. Some of our multi-regional competitors are part of larger companies and therefore have access to greater financial and other resources than those to which we have access. We compete on the basis of breadth of product offering, consistent availability of product, product price and quality, reputation, service, and distribution facility location.

Two of our largest competitors are Boise Cascade Company and Weyerhaeuser Company. Most major markets in which we operate are served by the distribution arm of at least one of these companies.

Seasonality

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors common in the building products distribution industry. The first and fourth quarters are typically our slowest quarters due to the impact of poor weather on the construction market. Our second and third quarters are typically our strongest quarters, reflecting a substantial increase in construction due to more favorable weather conditions. Our working capital, accounts receivable, and accounts payable generally peak in the third quarter, while inventory generally peaks in the second quarter in anticipation of the summer building season.

Employees

As of January 2, 2016 , we employed approximately 1,600 employees. We consider our relationship with our employees generally to be good.

Executive Officers

The following are the current executive officers of our Company as of March 28, 2016 :

Mitchell B. Lewis , age 53, has served as our President and Chief Executive Officer, and as a Director of BlueLinx Holdings Inc. since January 2014. Mr. Lewis has held numerous leadership positions in the building products industry since 1992, including President and Chief Executive Officer of Euramax Holdings, Inc. from February 2008, through November 2013. Mr. Lewis also served as Chief Operating Officer in 2005, Executive Vice President in 2002, and group Vice President in 1997, of Euramax Holdings, Inc. and its predecessor companies. Prior to being appointed group Vice President, Mr. Lewis served as President of Amerimax Building Products, Inc. Prior to 1992, Mr. Lewis served as Corporate Counsel with Alumax Inc. and practiced law with Alston & Bird LLP, specializing in mergers and acquisitions.

Susan C. O’Farrell , age 52, has served as our Senior Vice President, Chief Financial Officer, Treasurer, and Principal Accounting Officer since May 2014. Prior to joining us, Ms. O’Farrell was a senior financial executive holding several roles with The Home Depot since 1999. As the Vice President of Finance, she led teams supporting the retail organization. Ms. O’Farrell was also responsible for the finance function for The Home Depot’s At Home Services Group. Ms. O’Farrell led the financial operations of The Home Depot, as well as served as the VP Finance for the Northern Division of the company. Ms. O’Farrell began her career with Andersen Consulting, LLP, leaving as an Associate Partner in 1996 for a strategic information systems role with AGL Resources. Ms. O’Farrell earned a Bachelor of Science degree in Business Administration from Auburn University and attended Emory University’s Executive Leadership program.

Shyam K. Reddy , age 41, has served as our Senior Vice President, General Counsel, and Corporate Secretary since June 1, 2015. Prior to joining us, Mr. Reddy served in roles as Senior Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of Euramax Holdings, Inc., from March 2013 to March 2015. Prior to joining Euramax, Mr. Reddy was the Regional Administrator of the Southeast Sunbelt Region of the U.S. General Services Administration from March 2010 to March 2013. Prior to accepting the Presidential Appointment at the U.S. General Services Administration, Mr. Reddy practiced corporate law as a partner in the Atlanta office of Kilpatrick Townsend & Stockton. Mr. Reddy received a Juris Doctorate from the University of Georgia.

Environmental and Other Governmental Regulations

The Company is subject to various federal, state, provincial and local laws, rules, and regulations. We are subject to environmental laws, rules, and regulations that limit discharges into the environment, establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of hazardous materials, substances and wastes, and require cleanup of contaminated soil and groundwater. These laws, ordinances, and regulations are complex, change frequently and have tended to become more stringent over time. Many of them provide for substantial fines and penalties, orders

(including orders to cease operations), and criminal sanctions for violations. They may also impose liability for property damage and personal injury stemming from the presence of, or exposure to, hazardous substances. In addition, certain of our operations require us to obtain, maintain compliance with, and periodically renew permits.

Certain of these laws, including the Comprehensive Environmental Response, Compensation, and Liability Act, may require the investigation and cleanup of an entity’s or its predecessor’s current or former properties, even if the associated contamination was caused by the operations of a third party. These laws also may require the investigation and cleanup of third-party sites at which an entity or its predecessor sent hazardous wastes for disposal, notwithstanding that the original disposal activity accorded with all applicable requirements. Liability under such laws may be imposed jointly and severally, and regardless of fault.

We are also subject to the requirements of the U.S. Department of Labor Occupational Safety and Health Administration (“OSHA”). In order to maintain compliance with applicable OSHA requirements, we have established uniform safety and compliance procedures for our operations, and implemented measures to prevent workplace injuries.

The U.S. Department of Transportation (“DOT”) regulates our operations in domestic interstate commerce. We are subject to safety requirements governing interstate operations prescribed by the DOT. Vehicle dimensions and driver hours of service also remain subject to both federal and state regulation.

We incur and will continue to incur costs to comply with the requirements of environmental, health and safety, and transportation laws, ordinances, and regulations. We anticipate that these requirements could become more stringent in the future, and we cannot assure you that compliance costs will not be material.

Securities Exchange Act Reports

The Company maintains a website at www.BlueLinxCo.com. The information on the Company’s website is not incorporated by reference in this Annual Report on Form 10-K. We make available on or through our website certain reports, and amendments to those reports, that we file with or furnish to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934. These include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements. Additionally, our code of ethical conduct, the board committee charter for each of our audit committee, compensation committee, and nominating and governance committee, and our corporate governance guidelines are available on our website. If we make any amendment to our code of ethical conduct, or grant any waiver, including any implicit waiver, for any board member, our chief executive officer, our chief financial officer, or any other executive officer, we will disclose such amendment or waiver on our website.

We make information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. In addition, copies of this information will be made available, free of charge, on written request, by writing to BlueLinx Holdings Inc., Attn: Corporate Secretary, 4300 Wildwood Parkway, Atlanta, Georgia, 30339.

ITEM 1A. RISK FACTORS

In addition to the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating our business. Our business, financial condition, or results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.

Our industry is highly cyclical, and prolonged periods of weak demand or excess supply may reduce our net sales and/or margins, which may cause us to incur losses or reduce our net income.

The building products distribution industry is subject to cyclical market pressures. Prices of building products are determined by overall supply and demand in the market. Market prices of building products historically have been volatile and cyclical, and we have limited ability to control the timing and amount of pricing changes. Demand for building products is driven mainly by factors outside of our control, such as general economic and political conditions, interest rates, availability of mortgage financing, the construction, repair and remodeling markets, industrial markets, weather, and population growth. The supply of building products fluctuates based on available manufacturing capacity, and excess capacity in the industry can result in significant declines in market prices for those products. To the extent that prices and volumes experience a sustained or sharp decline, our net sales and margins likely would decline as well. Because we have substantial fixed costs, a decrease in sales and margin generally may have a significant adverse impact on our financial condition, operating results, and cash flows.

Additionally, many of the building products which we distribute, including OSB, plywood, lumber, and particleboard, are commodities that are widely available from other distributors or manufacturers, with prices and volumes determined frequently

in an auction market based on participants’ perceptions of short-term supply and demand factors. At times, the purchase price for any one or more of the products we produce or distribute may fall below our purchase costs, requiring us to incur short-term losses on product sales.

All of these factors make it difficult to forecast our operating results.

Our cash flows and capital resources may be insufficient to make required payments on our substantial indebtedness, future indebtedness, or to maintain our required level of excess liquidity.

We have a substantial amount of debt which could have important consequences to you. For example, it could:


•	make it difficult for us to satisfy our debt obligations;


•	make us more vulnerable to general adverse economic and industry conditions;


•	limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, and other general corporate requirements;


•	expose us to interest rate fluctuations because the interest rate on the debt under our U.S. revolving credit facility is variable;


•	require us to dedicate a substantial portion of our cash flows to payments on our debt, thereby reducing the availability of our cash flows for operations and other purposes;


•	limit our flexibility in planning for, or reacting to, changes in our business, and the industry in which we operate; and


•	place us at a competitive disadvantage compared to competitors that may have proportionately less debt, and therefore may be in a better position to obtain favorable credit terms.

In addition, our ability to make scheduled payments or refinance our obligations depends on our successful financial and operating performance, cash flows, and capital resources, which in turn depend upon prevailing economic conditions and certain financial, business, and other factors, many of which are beyond our control. These factors include, among others:


•	economic and demand factors affecting the building products distribution industry;


•	external factors affecting availability of credit;


•	pricing pressures;


•	increased operating costs;


•	competitive conditions; and


•	other operating difficulties.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital, or restructure our debt. Obtaining additional capital or restructuring our debt could be accomplished in part through new or additional borrowings or placements of debt or securities. There is no assurance that we could obtain additional capital or refinance our debt on terms acceptable to us, or at all. In the event that we are required to dispose of material assets or operations to meet our debt service and other obligations, the value realized on the disposition of such assets or operations will depend on market conditions and the availability of buyers. Accordingly, any such sale may not, among other things, be for a sufficient dollar amount. We may incur substantial additional indebtedness in the future. Our incurring additional indebtedness would intensify the risks described above.

The instruments governing our indebtedness restrict our ability to dispose of assets and the use of proceeds from any such disposition.

Our obligations under the revolving credit facilities are secured by a first priority security interest in all of our operating subsidiaries, including BlueLinx Building Products Canada Ltd.’s (BlueLinx Canada) (for the Canadian revolving credit facility) inventories, accounts receivable, and proceeds from those items. Furthermore, the equity interest in all of our real estate subsidiaries which hold the real estate secured by our mortgage are subject to first and second priority interests in favor of our lenders, as applicable. The foregoing encumbrances may limit our ability to dispose of material assets or operations.

As of January 2, 2016, we had outstanding borrowings of $215.9 million and excess availability of $51.2 million under the terms of the U.S. revolving credit facility. As of January 2, 2016, we had outstanding borrowings of $2.9 million and excess availability of $1.4 million under the terms of our Canadian revolving credit facility. In addition, our mortgage loan is secured by the majority of our real property. As amended on March 24, 2016 , our mortgage loan requires us to make a $60.0 million principal payment due no later than July 1, 2017 , and a $55.0 million principal payment due no later than July 1, 2018 . Pursuant to the mortgage loan, and except as expressly permitted thereunder, the net proceeds from any owned properties sold by us must be used to pay down mortgage principal, and these proceeds will be included in the aforementioned principal

payments. We may incur substantial additional indebtedness in the future, and our incurring additional indebtedness would intensify the risks described above.

Accordingly, we may not be able to consummate any disposition of assets or obtain the net proceeds which we could realize from such disposition, and these proceeds may not be adequate to meet the debt service obligations then due. In the event of our breach of the revolving credit facilities or our mortgage loan, we may be required to repay any outstanding amounts earlier than anticipated, and the lenders may foreclose on their security interest in our assets or otherwise exercise their remedies with respect to such interests.

The instruments governing our indebtedness contain various covenants limiting the discretion of our management in operating our business, including requiring us to maintain a minimum level of excess liquidity.

Our revolving credit facilities and mortgage loan contain various restrictive covenants and restrictions, including financial covenants customary for asset-based loans that limit management’s discretion in operating our business. In particular, these instruments limit our ability to, among other things:


•	incur additional debt;


•	grant liens on assets;


•	make investments, including capital expenditures;


•	sell or acquire assets outside the ordinary course of business;


•	engage in transactions with affiliates; and


•	make fundamental business changes.

As amended by the Eleventh and Twelfth Amendments (the “Amendments”) to the U.S. revolving credit facility, the U.S. revolving credit facility requires us to maintain a fixed charge coverage ratio of 1.2 to 1.0 in the event our excess availability under the U.S. revolving credit facility falls below a defined range, adjusted on a seasonal basis, of $35.0 million to $39.0 million ; and the amount equal to 12.5% of the lesser of (a) the sum of the borrowing base and the Tranche A borrowing base or (b) the Maximum Credit as defined in the U.S. revolving credit facility. If we fail to maintain this minimum excess availability, the U.S. revolving credit facility requires us to (i) maintain certain financial ratios, which we would not meet with current operating results, and (ii) limit our capital expenditures, which would have a negative impact on our ability to finance working capital needs and capital expenditures.

If we fail to comply with the restrictions in the U.S. revolving credit facility, the Canadian revolving credit facility, the mortgage loan documents, or any other current or future financing agreements, a default may allow the creditors under the relevant instruments to accelerate the related debts and to exercise their remedies under these agreements, which typically will include the right to declare the principal amount of that debt, together with accrued and unpaid interest, and other related amounts, immediately due and payable, to exercise any remedies the creditors may have to foreclose on assets that are subject to liens securing that debt, and to terminate any commitments they had made to supply further funds.

Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.

Our ability to offer a wide variety of products to our customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. Generally, our products are obtainable from various sources and in sufficient quantities. However, the loss of, or a substantial decrease in the availability of, products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.

Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, could have a material adverse effect on our financial condition, operating results, and cash flows.

Our business operations could suffer significant losses from natural disasters, catastrophes, fire or other unexpected events.

While we operate our business out of 44 warehouse facilities and maintain insurance covering our facilities, including business interruption insurance, our warehouse facilities could be materially damaged by natural disasters, such as floods, tornadoes, hurricanes, and earthquakes, or by fire, adverse weather conditions, or other unexpected events or disruptions to our facilities. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition, and results of operations.

Our industry is highly fragmented and competitive. If we are unable to compete effectively, our net sales and operating results will be reduced.

The building products distribution industry is highly fragmented and competitive, and the barriers to entry for local competitors are relatively low. Competitive factors in our industry include pricing and availability of product, service, and delivery capabilities; customer relationships, geographic coverage, and breadth of product offerings. Also, financial stability is important to suppliers and customers in choosing distributors for their products, and affects the favorability of the terms on which we are able to obtain our products from our suppliers and sell our products to our customers.

Some of our competitors are part of larger companies, and therefore have access to greater financial and other resources than those to which we have access. In addition, certain product manufacturers sell and distribute their products directly to customers. Additional manufacturers of products distributed by us may elect to sell and distribute directly to end-users in the future or enter into exclusive supply arrangements with other distributors. Finally, we may not be able to maintain our costs at a level sufficiently low for us to compete effectively. If we are unable to compete effectively, our net sales and net income will be reduced.

A significant percentage of our employees are unionized. Wage increases or work stoppages by our unionized employees may reduce our results of operations.

As of January 2, 2016 , we employed approximately 1,600 persons. Approximately 36% of our employees were represented by various labor union collective bargaining agreements, of which approximately 16% are up for renewal in fiscal 2016 . Although we have generally had good relations with our unionized employees, and expect to renew collective bargaining agreements as they expire, no assurances can be provided that we will be able to reach a timely agreement as to the renewal of the agreements, and their expiration or continued work under an expired agreement, as applicable, could result in a work stoppage. In addition, we may become subject to material cost increases, or additional work rules imposed by agreements with labor unions. The foregoing could increase our selling, general, and administrative expenses in absolute terms and/or as a percentage of net sales. In addition, work stoppages or other labor disturbances may occur in the future, which could adversely impact our net sales and/or selling, general, and administrative expenses. All of these factors could negatively impact our operating results and cash flows.

Increases in the cost of employee benefits, such as pension benefits, could impact our financial results and cash flow.

Unfavorable changes in the cost of our pension retirement benefits could materially adversely impact our financial results and cash flow. We sponsor a defined benefit pension plan covering many of our hourly unionized employees. Our estimates of the amount and timing of our future funding obligations for our defined benefit pension plans are based upon various assumptions. These assumptions include, but are not limited to, the discount rate, projected return on plan assets, compensation increase rates, mortality rates, retirement patterns, and turnover rates. In addition, the amount and timing of our pension funding obligations are influenced by funding requirements that are established by the Employee Retirement Income and Security Act of 1974 (“ERISA”), the Pension Protection Act, Congressional Acts, or other governing bodies.

We also participate in various multi-employer pension plans in the U.S. Some of these plans are underfunded. If, in the future, we choose to withdraw from these plans, we likely would need to record a withdrawal liability, which may be material to our financial results.

Affiliates of Cerberus control us and may have conflicts of interest with other stockholders.

Cerberus Capital Management, L.P. (“Cerberus”), a private investment firm, beneficially owned approximately 52.7% of our common stock as of January 2, 2016 . As a result, Cerberus is able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of most corporate transactions or other matters submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales, and other significant corporate transactions. This concentrated ownership position limits other stockholders’ ability to influence corporate matters and, as a result, we may take actions that some of our stockholders may not view as beneficial.

Two of our eight directors are employees of or current advisors to Cerberus. Cerberus also has sufficient voting power to amend our organizational documents. The interests of Cerberus may not coincide with the interests of other holders of our common stock. Additionally, Cerberus is in the business of making investments in companies, and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Cerberus may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Cerberus continues to own a significant amount of the outstanding shares of our common stock, it will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales, and other significant corporate transactions. In addition, because we are a controlled company within

the meaning of the New York Stock Exchange (“NYSE”) rules, we are exempt from the NYSE requirements that our board be composed of a majority of independent directors, that our compensation committee be composed entirely of independent directors, and that we maintain a nominating/corporate governance committee composed entirely of independent directors.

Even if Cerberus no longer controls us in the future, certain provisions of our charter documents and agreements and Delaware law could discourage, delay, or prevent a merger or acquisition at a premium price.

Our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws contain provisions that:

•

permit us to issue, without any further vote or action by the stockholders, up to 30 million shares of preferred stock in one or more series and, with respect to each series, to fix the number of shares constituting the series and the designation of the series, the voting powers (if any) of the shares of such series, and the preferences and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of the series; and


•	limit the stockholders’ ability to call special meetings.

These provisions may discourage, delay, or prevent a merger or acquisition at a premium price.

In addition, we are subject to Section 203 of the General Corporation Law of the State of Delaware, which also imposes certain restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock. Further, certain of our incentive plans provide for vesting of stock options and/or payments to be made to our employees in connection with a change of control, which could discourage, delay, or prevent a merger or acquisition at a premium price.

We are subject to information technology security risks and business interruption risks, and may incur increasing costs in an effort to minimize those risks.

Our business employs information technology systems and a website that allow for the secure storage and transmission of customers’ proprietary information. We also employ information technology systems to secure other confidential information, such as employee data. Security breaches could expose us to a risk of loss or misuse of this information, litigation, and potential liability. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber attacks. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business. As cyber attacks become more sophisticated generally, we may be required to incur significant costs to strengthen our systems from outside intrusions, and/or obtain insurance coverage related to the threat of such attacks.

Additionally, our business is reliant upon information technology systems to place orders with our vendors and process orders from our customers. Disruption in these systems could materially impact our ability to buy and sell our products.

Our common stock may be delisted from the New York Stock Exchange.

On July 29, 2015, we were notified by the NYSE that the average closing price of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE. Delisting would have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock might decline. Delisting could also make it more difficult for us to raise additional capital. We intend to take actions designed to bring our stock price within the required compliance levels within the NYSE’s specified time frame, as the Board of Directors has approved a reverse stock split, subject to shareholder approval at our 2016 Annual Meeting, to seek to resolve the deficiency and regain compliance with the NYSE continued listing requirement.

Additionally, on January 26, 2016, we received notice from the NYSE that we were not in compliance with NYSE listing standards because our average global market capitalization over a consecutive 30 trading-day period was less than $50 million, and, at the same time, our stockholders’ equity was less than $50 million. We timely notified the NYSE of our plan, and subsequently timely submitted a plan advising the NYSE of the definitive actions that we intend to take to regain conformity with this NYSE listing standard within an 18 month cure period. Within 45 days of the submission of this plan, the NYSE will determine whether we have made a reasonable demonstration of an ability to conform to the relevant standards within the cure period. If the NYSE accepts our plan, our common stock will continue to be listed and traded on the NYSE during the cure period, subject to our compliance with other continued listing standards, and we will be subject to quarterly monitoring by the NYSE for compliance with the plan. There can be no assurance that the NYSE will accept our plan, or that our plans to regain compliance will be successful.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We operate our business out of 44 warehouse facilities. Owned land in Newtown, Connecticut, is held for sale, as are five warehouses, located in Lubbock, Texas; Little Rock, Arkansas; Norfolk, Virginia; Harlingen, Texas; and Pearl, Mississippi. The total square footage of our owned real property is approximately 10.2 million square feet.

Certain of our owned warehouse facilities secure our mortgage loan; and the parcel of land referred to above located in Newtown, Connecticut, secures a lien related to our 2012 pension funding waiver from the Pension Benefit Guaranty Corporation, which expires in funding year 2017. Additionally, we lease two warehouse facilities owned by our pension plan. The following table summarizes our real estate facilities including their inside square footage:



Property Type	Number	Owned Facilities (sq. ft.)	Leased Facilities (sq. ft.)
Office Space ⁽¹⁾	3	—	167,308
Warehouses and other real property	51	10,215,686	220,600
TOTAL	54	10,215,686	387,908


⁽¹⁾	Consists of our corporate headquarters, including a sales center, in Atlanta; and sales centers in Denver and Vancouver.

We also store materials, such as lumber and rebar, outdoors at all of our warehouse locations, which increases warehouse distribution and storage capacity. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear. We believe that our facilities have sufficient capacity to meet current and projected distribution needs.

ITEM 3. LEGAL PROCEEDINGS

We are, and from time to time may be, a party to routine legal proceedings incidental to the operation of our business. The outcome of any pending or threatened proceedings is not expected to have a material adverse effect on our financial condition, operating results, or cash flows, based on our current understanding of the relevant facts. Legal expenses incurred related to these contingencies generally are expensed as incurred. We establish reserves for pending or threatened proceedings when the costs associated with such proceedings become probable and reasonably can be estimated.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our equity securities consist of one class of common stock, which is traded on the New York Stock Exchange under the symbol “BXC”. The following table sets forth, for the periods indicated, the range of the high and low sales prices for the common stock as quoted on the New York Stock Exchange:



	High		Low
Fiscal Year Ended January 2, 2016
First Quarter	$	1.17	$	0.91
Second Quarter	$	1.28	$	0.95
Third Quarter	$	1.02	$	0.54
Fourth Quarter	$	0.80	$	0.40
Fiscal Year Ended January 3, 2015
First Quarter	$	1.96	$	1.25
Second Quarter	$	1.47	$	1.07
Third Quarter	$	1.39	$	1.11
Fourth Quarter	$	1.35	$	1.11

As of January 2, 2016 , there were 38 shareowner accounts of record, and, as of that date we estimate there were approximately 1,400 beneficial owners holding our common stock in nominee or “street” name.

We do not pay dividends on our common stock. Future dividend payments, if dividends are declared at a future date, are subject to contractual restrictions under our U.S. revolving credit facility.

Performance Graph

This section is not required, as we are a Smaller Reporting Company.

ITEM 6. SELECTED FINANCIAL DATA

The following tables set forth certain historical financial data of our Company. The selected financial data for the fiscal years ended January 2, 2016 , January 3, 2015 , January 4, 2014 , December 29, 2012 , and December 31, 2011, have been derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K, or from financial statements in prior Annual Reports. The following information should be read in conjunction with our financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”



	Year Ended January 2, 2016			Year Ended January 3, 2015			Year Ended January 4, 2014			Year Ended December 29, 2012			Year Ended December 31, 2011
	(In thousands, except per share data)
Statements of Operations Data:
Net sales	$	1,916,585		$	1,979,393		$	2,151,972		$	1,907,842		$	1,755,431
Net loss	$	(11,576	)	$	(13,872	)	$	(40,618	)	$	(23,027	)	$	(38,567	)
Per Share Data:
Basic and diluted net loss per share applicable to common stock	$	(0.13	)	$	(0.16	)	$	(0.51	)	$	(0.35	)	$	(0.82	)
Other Financial Data:
EBITDA ⁽¹⁾	25,660			22,684			(12,490		)	14,081			1,791
Adjusted EBITDA ⁽¹⁾	24,808			24,583			1,324			6,028			(8,181		)
Balance Sheet Data (at end of period):
Operating working capital ⁽³⁾	278,462			300,331			304,040			281,349			242,460
Total assets	513,142			538,982			528,489			542,451			501,282
Total debt ⁽²⁾	397,616			413,976			405,077			381,498			338,384

⁽¹⁾

EBITDA is an amount equal to net income (loss) plus interest expense and all interest expense related items (e.g. write-off of debt issuance costs, charges associated with mortgage refinancing), income taxes, and depreciation and amortization. Adjusted EBITDA is an amount equal to net income (loss) plus interest expense and all interest expense related items (e.g. write-off of debt issuance costs, charges associated with mortgage refinancing), income taxes, depreciation and amortization, and further adjusted to exclude non-cash items and certain other adjustments to Consolidated Net Income (Loss). We present EBITDA and Adjusted EBITDA because they are important measures used by management to evaluate operating performance and helps to enhance investors’ overall understanding of the financial performance of our business. However, EBITDA and Adjusted EBITDA are not presentations made in accordance with accounting principles generally accepted in the United States (“GAAP”), and are not intended to present a superior measure of the financial condition from those determined under GAAP. EBITDA and Adjusted EBITDA, as used herein, are not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

We believe EBITDA and Adjusted EBITDA are helpful in highlighting operating trends. We further believe that EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies, many of which present an EBITDA or Adjusted EBITDA measure when reporting their results. We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than using GAAP results alone.


⁽²⁾	Total debt represents long-term debt related to our mortgage and revolving credit facilities, including current maturities and capital lease obligations.


⁽³⁾	Operating working capital is defined as current assets less current liabilities plus the current portion of long-term debt; and prior year presentation has been conformed to this definition. We believe that excluding the current portion of long-term debt more accurately reflects the nature of our operating working capital components.

A reconciliation of net loss to EBITDA and Adjusted EBITDA for each of the respective periods indicated is as follows:



	Year Ended January 2, 2016			Year Ended January 3, 2015			Year Ended January 4, 2014			Year Ended December 29, 2012			Year Ended December 31, 2011
	(In thousands)
Net loss	$	(11,576	)	$	(13,872	)	$	(40,618	)	$	(23,027	)	$	(38,567	)
Interest expense	27,342			26,771			28,024			28,157			28,834
Provision for (benefit from) income taxes	153			312			(9,013		)	386			962
Depreciation and amortization	9,741			9,473			9,117			8,565			10,562
EBITDA ⁽¹⁾	25,660			22,684			(12,490		)	14,081			1,791
Gain on sale of properties	—			(5,251		)	(5,220		)	(9,885		)	(10,604		)
Share-based compensation expense, excluding restructuring	2,051			2,351			3,222			2,797			1,974
Restructuring, severance, debt fees, and other	(2,903		)	4,799			12,123			—			1,382
Loss (gain) from closed distribution centers	—			—			3,689			(489		)	477
Gain from insurance settlement	—			—			—			(476		)	(1,230		)
Gain from modification of lease agreement	—			—			—			—			(1,971		)
Adjusted EBITDA ⁽¹⁾	$	24,808		$	24,583		$	1,324		$	6,028		$	(8,181	)


⁽¹⁾	See above regarding calculation and presentation of EBITDA and Adjusted EBITDA.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Form 10-K. In addition to historical information, the following discussion and other parts of this Form 10-K contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by this forward-looking information due to the factors discussed under “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements”, and elsewhere in this Form 10-K.

Executive Level Overview

Company Background

BlueLinx is a leading distributor of building products in North America. With a combination of market position and geographic coverage, the strength of a local and national sales force, the buying power of centralized procurement, and the efficiencies of centralized accounting and systems technologies, BlueLinx is able to provide a wide range of value-added services and solutions to our customers and suppliers.

Industry Conditions

Many of the factors that cause our operations to fluctuate are seasonal or cyclical in nature. Over the past five years, conditions in the U.S. housing market have continued to remain at historically low levels, as suggested by annual data on housing starts since the 1960s. Nevertheless, we believe that U.S. housing demand will improve in the long term.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including the following:

• changes in the prices, supply and/or demand for products which we distribute;

• inventory management and commodities pricing;


•	new housing starts and inventory levels of existing homes for sale;


•	general economic and business conditions in the U.S.;


•	acceptance by our customers of our privately branded products;


•	financial condition and credit worthiness of our customers;


•	continuation of supply from our key vendors;


•	reliability of the technologies we utilize;


•	activities of competitors;


•	changes in significant operating expenses;


•	fuel costs;


•	risk of losses associated with accidents;


•	exposure to product liability claims;


•	changes in the availability of capital and interest rates;


•	adverse weather patterns or conditions;


•	acts of cyber intrusion;


•	variations in the performance of the financial markets, including the credit markets; and

• risk factors discussed under Item 1A Risk Factors and elsewhere in this Annual Report on Form 10-K.

Key Business Metrics

Net Sales

Net sales result primarily from the distribution of products to dealers, industrial manufacturers, manufactured housing producers, and home improvement retailers. All revenues recognized are net of trade allowances, cash discounts, and sales returns. In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. When the consigned inventory is sold by the customer, we recognize revenue on a gross basis. Net sales may not be comparable year-over-year due to closed facilities, fiscal calendar weeks in the year, and market-driven fluctuations in the prices of the inventories we sell.

Gross Profit

Gross profit primarily represents revenues less the product cost from our suppliers (net of earned rebates and discounts), including the cost of inbound freight. The cost of outbound freight, purchasing, receiving, and warehousing are included in selling, general, and administrative expenses within operating expenses. Our gross profit may not be comparable to that of other companies, as other companies may include all or some of the costs related to their distribution network in cost of sales. Market price fluctuations, particularly on structural products vulnerable to commodity price variability, may impact our gross profit.

Adjusted EBITDA

Adjusted EBITDA is an amount equal to net income (loss) plus interest expense and all interest expense related items (e.g., write-off of debt issuance costs, charges associated with mortgage refinancing), income taxes, depreciation and amortization, and further adjusted to exclude non-cash items and certain other adjustments to Consolidated Net Income (Loss). We present Adjusted EBITDA because it is a primary measure used by management to evaluate operating performance and helps to enhance investors’ overall understanding of the financial performance of our business. However, Adjusted EBITDA is not a presentation made in accordance with GAAP, and is not intended to present a superior measure of the financial condition from those determined under GAAP. Adjusted EBITDA, as used herein, is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

We believe Adjusted EBITDA is helpful in highlighting operating trends. We further believe that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than using GAAP results alone.

Results of Operations

Fiscal 2015 Compared to Fiscal 2014

The following table sets forth our results of operations for fiscal 2015 and fiscal 2014 . Fiscal 2015 and 2014 both comprised 52 weeks.



	Fiscal 2015			% of Net Sales		Fiscal 2014			% of Net Sales
	(Dollars in thousands)
Net sales	$	1,916,585		100.0	%	$	1,979,393		100.0	%
Gross profit	222,472			11.6	%	229,104			11.6	%
Selling, general, and administrative	195,941			10.2	%	211,346			10.7	%
Gains from sales of property	—			—	%	(5,251		)	(0.3	)%
Depreciation and amortization	9,741			0.5	%	9,473			0.5	%
Operating income	16,790			0.9	%	13,536			0.7	%
Interest expense, net	27,342			1.4	%	26,771			1.4	%
Other expense, net	871			—	%	325			—	%
Loss before provision for income taxes	(11,423		)	(0.6	)%	(13,560		)	(0.7	)%
Provision for income taxes	153			—	%	312			—	%
Net loss	$	(11,576	)	(0.6	)%	$	(13,872	)	(0.7	)%

The following table sets forth changes in net sales by product category, sales variances due to changes in unit volume, and dollar and percentage changes in unit volume and price versus comparable prior periods. Certain prior year amounts have been reclassified to conform to the current year product mix of structural and specialty products.



	Fiscal 2015			Fiscal 2014
	(Dollars in millions)
Sales by category
Structural products	$	773		$	831
Specialty products	1,167			1,169
Other ⁽¹⁾	(23		)	(21		)
Total sales	$	1,917		$	1,979
Sales variances $
Unit volume $ change	$	9		$	(90	)
Price/other ⁽¹⁾	(71		)	(83		)
Total $ change	$	(62	)	$	(173	)
Sales variances %
Unit volume % change	0.4		%	(4.3		)%
Price/other % change ⁽¹⁾	(3.6		)%	(3.7		)%
Total % change	(3.2		)%	(8.0		)%

(1) “Other” includes service revenue, unallocated allowances, and/or discounts.

The following table sets forth changes in gross margin dollars and percentages by product category, and percentage changes in unit volume growth by product, versus comparable prior periods. Certain prior year amounts have been reclassified to conform to the current year product mix of structural and specialty products.



	Fiscal 2015			Fiscal 2014
	(Dollars in millions)
Gross Profit $ by category
Structural products	$	63		$	69
Specialty products	156			156
Other ⁽¹⁾	3			4
Total gross profit	$	222		$	229
Gross margin % by category
Structural products	8.2		%	8.3		%
Specialty products	13.4		%	13.4		%
Total gross margin %	11.6		%	11.6		%
Unit volume % change by product
Structural products	0.9		%	(9.9		)%
Specialty products	0.1		%	0.1		%
Total unit volume % change	0.4		%	(4.3		)%

(1) “Other” includes service revenue, unallocated allowances, and discounts.

Net sales. Net sales decreased by 3.2% , or $62.8 million , from $2.0 billion in fiscal 2014 to $1.9 billion in fiscal 2015 . This decrease was largely driven by a decline in commodity prices of structural products, the impact of which was approximately $66.6 million in fiscal 2015, offset by a unit volume increase of 0.9% . Specialty sales declined slightly, with a $2.0 million decline on flat unit volumes.

Gross profit. Total gross profit for fiscal 2015 was $222.5 million , compared to $229.1 million in fiscal 2014 . Gross margin overall was flat from fiscal 2014 to 2015, at 11.6% . Though structural unit volume increased 0.9% , the $6.6 million decrease in gross profit can be largely attributed to steadily declining commodity prices in 2015. Both structural and specialty gross margin percentages remained essentially flat from fiscal year 2014 to fiscal year 2015.

Selling, general, and administrative. Selling, general, and administrative expenses for fiscal 2015 were $195.9 million , or 10.2% of net sales, compared to $211.3 million , or 10.7% of net sales, during fiscal 2014 . The decrease in selling, general, and administrative expenses included cost savings realized from a $7.6 million decrease in costs related to restructuring and litigation; a savings of $4.1 million in fuel, due to a fuel purchase commitment and lower market fuel prices; and a decrease in management consulting and other professional fees of $1.8 million.

Interest expense, net. Interest expense for fiscal 2015 was $27.3 million compared to $26.8 million for fiscal 2014 . The increase of $0.5 million relates largely to an increase in interest expense on our U.S. revolving credit facility.

Provision for (benefit from) income taxes. Our effective tax rate was (1.3)% and (2.3)% for fiscal 2015 and fiscal 2014 , respectively. The effective tax rate for both fiscal 2015 and 2014 largely is due to a full valuation allowance recorded against our tax benefit related to our losses incurred during those years. The effect of the valuation allowance for fiscal 2015 and fiscal 2014 was offset by state income taxes, gross receipts taxes, and foreign income taxes recorded on a separate company basis partially offset by various refundable tax credits.

Fiscal 2014 Compared to Fiscal 2013

The following table sets forth our results of operations for fiscal 2014 and fiscal 2013. Fiscal 2014 comprised 52 weeks, and fiscal 2013 comprised 53 weeks.



	Fiscal 2014			% of Net Sales		Fiscal 2013			% of Net Sales
	(Dollars in thousands)
Net sales	$	1,979,393		100.0	%	$	2,151,972		100.0	%
Gross profit	229,104			11.6	%	228,483			10.6	%
Selling, general, and administrative	211,346			10.7	%	245,887			11.4	%
Gains from sales of property	(5,251		)	(0.3	)%	(5,220		)	(0.2	)%
Depreciation and amortization	9,473			0.5	%	9,117			0.4	%
Operating income (loss)	13,536			0.7	%	(21,301		)	(1.0	)%
Interest expense, net	26,771			1.4	%	28,024			1.3	%
Other expense, net	325			—	%	306			—	%
Loss before (benefit from) provision for income taxes	(13,560		)	(0.7	)%	(49,631		)	(2.3	)%
Provision for (benefit from) income taxes	312			—	%	(9,013		)	(0.4	)%
Net loss	$	(13,872	)	(0.7	)%	$	(40,618	)	(1.9	)%



	Fiscal 2014			Fiscal 2013
	(Dollars in millions)
Sales by category
Structural products	$	831		$	966
Specialty products	1,169			1,202
Other ⁽¹⁾	(21		)	(16		)
Total sales	$	1,979		$	2,152
Sales variances $
Unit volume $ change	$	(90	)	$	182
Price/other ⁽²⁾	(83		)	62
Total $ change	$	(173	)	$	244
Sales variances %
Unit volume % change	(4.3		)%	10.0		%
Price/other % change ⁽¹⁾	(3.7		)%	2.8		%
Total % change	(8.0		)%	12.8		%

(1) “Other” includes service revenue, unallocated allowances, and discounts.

(2) “Other” includes unallocated allowances, discounts, and the impact of unit volume changes related to the five distribution centers closed as part of the restructuring activities in fiscal 2013 (the “2013 restructuring”).



	Fiscal 2014			Fiscal 2013
	(Dollars in millions)
Gross Profit $ by category
Structural products	$	69		$	69
Specialty products	156			155
Other ⁽¹⁾	4			4
Total gross profit	$	229		$	228
Gross margin % by category
Structural products	8.3		%	7.2		%
Specialty products	13.4		%	12.9		%
Total gross margin %	11.6		%	10.6		%
Unit volume % change by product ⁽²⁾
Structural products	(9.9		)%	12.2		%
Specialty products	0.1		%	8.4		%
Total unit volume % change	(4.3		)%	10.0		%

(1) “Other” includes service revenue, unallocated allowances, and discounts.

(2) Excludes the impact of unit volume changes related to the five distribution centers closed as part of the 2013 restructuring.

Net sales. Net sales decreased by 8.0%, or $172.6 million, from $2.2 billion in fiscal 2013 to $2.0 billion in fiscal 2014. This decrease was primarily related to the $85.6 million impact of the five distribution centers closed as part of the 2013 restructuring and the $19.2 million impact from fiscal 2013 comprising 53 weeks versus 52 weeks in fiscal 2014. In addition, the Company focused on the profitability of every sale, and pursued low margin structural business less aggressively. As a result, structural unit volumes were down approximately $83.0 million for the year, partially offset by unit volume increases in specialty products.

Gross profit. Total gross profit for fiscal 2014 was $229.1 million, or 11.6% of sales, compared to $228.5 million and 10.6% in fiscal 2013. The increase in gross profit primarily was due to an improvement in the gross margin of structural products. Structural products were 42.0% of sales in fiscal 2014, and 45.0% of sales in fiscal 2013. Structural gross margin percentage increased 110 basis points year over year to 8.3% in fiscal 2014 from 7.2% in fiscal 2013. Specialty gross margin percentage improved 50 basis points year over year to 13.4% in fiscal 2014 from 12.9% in fiscal 2013.

Selling, general, and administrative. Selling, general, and administrative expenses for fiscal 2014 were $211.3 million, or 10.7% of net sales, compared to $245.9 million, or 11.4% of net sales, during fiscal 2013. The decrease in selling, general, and administrative expenses primarily was due to cost control measures implemented in fiscal 2014, including cost savings realized from fiscal 2013 restructuring efforts of $3.3 million in fiscal 2014. Payroll, commissions, and incentives decreased year over year by $16.3 million. Third party freight improved by $3.4 million, of which $2.3 million was specifically related to closed distribution centers, and the remaining $1.1 million improvement is driven by lower sales volume and cost control efforts. Additionally, bad debt expense improved by $1.6 million due to continued favorable accounts receivable performance.

Interest expense, net. Interest expense for fiscal 2014 was $26.8 million compared to $28.0 million for fiscal 2013. The decrease of $1.2 million relates to a decrease in interest expense related to our mortgage, due to principal payments on the mortgage. Although borrowings on the U.S. revolving credit facility increased by a net $18.4 million during fiscal 2014, a decline in interest rates resulted in interest expense on the U.S. revolving credit facility remaining flat from fiscal 2013 to fiscal 2014, at approximately $11.4 million for both years.

Provision for (benefit from) income taxes. Our effective tax rate was (2.3)% and 18.2% for fiscal 2014 and fiscal 2013, respectively. The effective tax rate for fiscal 2014 largely is due to a full valuation allowance recorded against our tax benefit related to our fiscal 2014 loss. The effective tax rate for fiscal 2013 largely is due to a full valuation allowance recorded against our tax benefit and an allocation of income tax expense to other comprehensive loss for an actuarial gain associated with our pension plan which resulted in a benefit to continuing operations. The effect of the valuation allowance for fiscal 2014 and fiscal 2013 was offset by state income taxes, gross receipts taxes, and foreign income taxes recorded on a separate company basis partially offset by various refundable tax credits.

Liquidity and Capital Resources

We expect our primary sources of liquidity to be cash flows from sales in the normal course of our operations and borrowings under our revolving credit facilities. We expect that these sources will fund our ongoing cash requirements for the foreseeable future. We believe that sales in the normal course of our operations and amounts currently available from our revolving credit facilities and other sources will be sufficient to fund our routine operations and working capital requirements for at least the next 12 months.

Sources and Uses of Cash

Operating Activities

During fiscal 2015 , cash flows provided by operating activities totaled $39.9 million . The primary driver of cash flows provided by operations were improvements in working capital components, including a decrease in inventory of $15.9 million , a decrease in receivables of $6.0 million , and an increase in accounts payable of $20.8 million . Our operating cash flow continues to improve substantially, as operating cash flows improved over fiscal 2014 by $52.2 million , from a net cash usage of $12.3 million in fiscal 2014. In the prior year, 2014 cash flows from operating activities improved by $27.6 million compared to the fiscal 2013 cash used in operations of $39.9 million, which largely were driven by a net loss of $40.6 million.

Investing Activities

During fiscal 2015 , our net cash used in investing activities was $0.8 million , which included expenditures for property and equipment of approximately $1.6 million , partially offset by proceeds from the disposition of property and equipment of $0.8 million , which were primarily related to the sale of fully depreciated equipment. Gains on these sales are immaterial, and are included in “Other” adjustments to reconcile net loss to net cash provided by (used in) operating activities on the Statements of Cash Flows. The fiscal 2015 expenditures were primarily to purchase machinery and equipment. The majority of our capital expenditures for fiscal 2015 and 2014 were financed by our use of the U.S. revolving credit facility. During fiscal 2014 and fiscal 2013, net cash provided by investment activities of $4.4 million and $5.5 million, respectively, substantially was driven by the sale of real properties.

In fiscal 2016, we may sell certain owned properties, and/or perform sale and lease back transactions of certain of our owned properties.

Financing Activities

Net cash used in financing activities was $38.8 million during fiscal 2015, which primarily reflected net repayments on our revolving credit facilities of $12.0 million ; payments of principal on our mortgage of $9.5 million ; and a $10.0 million decrease in bank overdrafts.

Working Capital

Working capital is an important measurement used in determining the efficiencies of our operations and our ability to readily convert assets into cash. The material components of working capital for us include current assets, less current liabilities, excluding the current portion of our long-term debt. Working capital management helps to ensure the organization can maximize our return and continue to invest in the operations for future growth.

Our working capital requirements reflect the seasonal nature of our business. Working capital decreased by $21.9 million to $278.5 million as of January 2, 2016, from $300.3 million as of January 3, 2015. The decrease in working capital primarily reflected a decrease in inventories of $15.9 million , a decrease of $6.0 million in accounts receivable, and an increase in accounts payable of $20.8 million , partially offset by a decrease in bank overdrafts of $10.0 million and an increase in other current assets of $8.7 million . We anticipate the current portion of long-term debt component of the working capital calculation to experience significant changes only upon current maturity events in the new mortgage structure.

Debt and Credit Sources

On August 4, 2006, we entered into our U.S. revolving credit facility, as later amended, with several lenders including Wells Fargo Bank, National Association. The U.S. revolving credit facility has a final maturity of July 15, 2017 , with a maximum available revolving credit of $370.0 million , which includes the $20.0 million Tranche A Loan, the maturity date of which coincides with the U.S. revolving credit facility. Amounts outstanding under the U.S. revolving credit facility are secured on a first priority basis by substantially all of our personal property and trade fixtures, including all accounts receivable, general intangibles, inventory, and equipment. Our obligations under the U.S. revolving credit facility are also secured by a second

priority interest in the equity of our real estate subsidiaries which hold the real estate that secures our mortgage loan described below.

Subsequent to January 2, 2016, we amended the U.S. revolving credit facility with the Amendments. The Eleventh Amendment, executed on March 10, 2016, allowed the Company to access the high selling season advance rates beginning on March 10, 2016, rather than April 1, 2016, through the high selling season as contemplated therein. The Eleventh Amendment also required the Company to maintain Excess Availability of not less than $35.0 million at all times.

On March 24, 2016 , we extended and amended our U.S. revolving credit facility, including the Tranche A Loan, with the Twelfth Amendment to the U.S. revolving credit facility. The Twelfth Amendment extended the maturity date of the U.S. revolving credit facility to July 15, 2017 , reduced the maximum borrowing capacity from $467.5 million to $370.0 million, inclusive of the Tranche A loan; and removed the $75.0 million uncommitted accordion credit facility. Additionally, the previous requirement of a $35.0 million payment by May 1, 2016, has been waived. The Tranche A Loan shall be subject to certain credit line reductions, with $6.0 million in commitment reductions by December 1, 2016. Full repayment of the Tranche A Loan shall be achieved by July 15, 2017.

As of January 2, 2016 , we had outstanding borrowings of $215.9 million and excess availability of $51.2 million under the terms of the U.S. revolving credit facility. The interest rate on the U.S. revolving credit facility was 4.2% at January 2, 2016 .

Our subsidiary, BlueLinx Canada, has the Canadian revolving credit facility with Canadian Imperial Bank of Commerce due upon the the earlier of August 12, 2018 , or the maturity date of the U.S. revolving credit facility. The Canadian revolving credit facility has a maximum available credit of $10.0 million . The Canadian revolving credit facility also provides for an additional $5.0 million uncommitted accordion credit facility, which permits us to increase the maximum available credit up to $15.0 million .

As of January 2, 2016 , we had outstanding borrowings of $2.9 million and excess availability of $1.4 million under the terms of our Canadian revolving credit facility. The interest rate on the Canadian revolving credit facility was 3.7% at January 2, 2016 .

Our U.S. and Canadian revolving credit facilities contain customary covenants and restrictions for asset based loans. As provided for in the Amendments, the only covenant we deem material is a requirement that we maintain a fixed charge coverage ratio of 1.2 to 1.0 in the event our excess availability under the U.S. revolving credit facility falls below the greater of a defined range, adjusted on a seasonal basis, of $35.0 million to $39.0 million ; or the amount equal to 12.5% of the lesser of (a) the sum of the borrowing base and the Tranche A borrowing base or (b) the Maximum Credit as defined in the U.S. revolving credit facility. We do not anticipate that our excess availability will drop below the Excess Availability Threshold as defined in the U.S. revolving credit facility in the foreseeable future; however, if we did fall below this threshold, we currently would not meet the required fixed charge coverage ratio. We are in compliance with all covenants under these revolving credit facilities.

We also have a mortgage loan, secured by our owned distribution facilities, with German American Capital Corporation and Wells Fargo Bank, which had a ten year initial term. On March 24, 2016 , we extended and amended our mortgage loan, with the Seventeenth Amendment to the Mortgage Loan (“Seventeenth Amendment”). Our mortgage is now due on July 1, 2019 , subject to a $60.0 million principal payment due no later than July 1, 2017 , and a $55.0 million principal payment due no later than July 1, 2018 , except as otherwise permitted in the Seventeenth Amendment. The proceeds from any owned properties sold by us must be used to pay mortgage principal, and these proceeds will be included in the aforementioned principal payments. The mortgage requires monthly interest-only payments, at an interest rate of 6.35% . Subject to certain exceptions, as defined in the Seventeenth Amendment, the net proceeds from any owned properties sold by us must exceed certain minimum release prices (unless otherwise agreed to by the lender) and be used to pay mortgage principal. As a condition to the amendment to the mortgage agreement, the lender under the mortgage loan received a first priority pledge of the equity in the Company’s subsidiaries which hold the real property that secures the mortgage loan.

Under our previous mortgage terms, we were required to transfer certain funds to be held as collateral, and all funds released pursuant to those provisions could only be used by us to pay for specified expenditures or to pre-pay the mortgage. The previously required cash collateral account is no longer required by the amended mortgage terms, and the lender committed to return the $3.1 million account balance to us promptly after March 24, 2016 .

Pension Funding Obligations

We currently are required to make four quarterly cash contributions during fiscal 2016 and 2017 of approximately $1.0 million related to our 2016 minimum required contribution, which totals approximately $4.2 million . In 2012, we obtained a funding waiver for that plan year, which continues to be repaid over the successive five-year period, through the 2017 funding

year, with principal and interest payments totaling $0.7 million each year. In 2013, we contributed real property to the pension plan to satisfy minimum contribution requirements; which, though recognized for funding purposes, was not recognized under generally accepted accounting principles (“GAAP”), as although the pension plan has legal title to the assets, we maintain a right of first refusal, which is a form of continuing involvement, thereby prohibiting sale recognition under GAAP. We continue to evaluate pension funding obligations and requirements in order to meet our obligations while maintaining flexibility for working capital requirements. See Item 8, Note 9, which is incorporated herein by reference.

Contractual Commitments

This section is not required, as we are a Smaller Reporting Company.

Off-Balance Sheet Arrangements

As of January 2, 2016 , we did not have any material off-balance sheet arrangements.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S, which require management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe that our most critical accounting policies and estimates relate to (1) revenue recognition; (2) our defined benefit pension plan; and (3) income taxes.

Management has discussed the development, selection, and disclosure of critical accounting policies and estimates with the Audit Committee of the Company’s Board of Directors. While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results ultimately may differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to the Notes to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable and collectability is reasonably assured. For us, this generally means that we recognize revenue when title to our products is transferred to our customers. Title usually transfers upon shipment to or receipt at our customers’ locations, as determined by the specific sales terms of each transaction. Our customers can earn certain incentives including, but not limited to, cash and functional discounts. In preparing the financial statements, management must make estimates related to the contractual terms, customer performance, and sales volume to determine the total amounts recorded as deductions from revenue. Management also considers past results in making such estimates. The actual amounts ultimately paid may be different from our estimates, and recorded once they have been determined.

Defined Benefit Pension Plan

We sponsor and contribute to a defined benefit pension plan covering some of our unionized employees. Management is required to make certain critical estimates related to actuarial assumptions used to determine our pension expense and related obligation. We believe the most critical assumptions are related to (1) the discount rate used to determine the present value of the liabilities and (2) the expected long-term rate of return on plan assets. All of our actuarial assumptions are reviewed annually, or upon any mid-year curtailment or settlement, should any such event occur. Changes in these assumptions could have a material impact on the measurement of our pension expense and related obligation. At each measurement date, we determine the discount rate by reference to rates of high-quality, long-term corporate bonds that mature in a pattern similar to the future payments we anticipate making under the plan. As of January 2, 2016 , and January 3, 2015 , the weighted-average discount rate used to compute our benefit obligation was 4.52% and 4.19% , respectively. The expected long-term rate of return on plan assets is based upon the long-term outlook of our investment strategy as well as our historical returns and volatilities for each asset class. We also review current levels of interest rates and inflation to assess the reasonableness of our long-term rates. Our pension plan investment objective is to ensure our plan has sufficient funds to meet its benefit obligations when they become due. As a result, we periodically revises asset allocations, where appropriate, to improve returns and manage risk. The weighted-average expected long-term rate of return used to calculate our pension expense was 7.54% and 7.85% for fiscal years 2015 and 2014 , respectively.

The impact of a 0.25% change in these critical assumptions is as follows:



Change in Assumption	Effect on 2016 Pension Expense	Effect on Accrued Pension Liability at January 2, 2016
	(In thousands)
0.25% decrease in discount rate	$53	$3,584
0.25% increase in discount rate	$(52)	$(3,410)
0.25% decrease in expected long-term rate of return on assets	$198	$—
0.25% increase in expected long-term rate of return on assets	$(198)	$—

In fiscal 2015, we determined that almost all of the participants in the pension plan were inactive. Accordingly, beginning in fiscal 2015, we began amortizing actuarial gains and losses over the estimated average remaining life expectancy of the inactive participants, rather than the estimated average remaining service period of the active participants.

Additionally, for fiscal 2016 and subsequent years, we adopted the most recent mortality tables issued by the Society of Actuaries, the RP-2015 mortality tables with blue-collar adjustment.

The sensitivity analysis presented, above, reflects these assumptions.

Income Taxes

Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the positions become uncertain based upon one of the following: (1) the tax position is not “more likely than not” to be sustained, (2) the tax position is “more likely than not” to be sustained, but for a lesser amount, or (3) the tax position is “more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing

authority that has full knowledge of all relevant information, (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position, and (3) each tax position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. Refer to Note 5 of Notes to Consolidated Financial Statements.

A number of years may elapse before a particular matter for which we have established a reserve is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. The tax benefit that has been previously reserved because of a failure to meet the “more likely than not” recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears under any one of the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. Settlement of any particular issue would usually require the use of cash.

Tax law requires items to be included in the tax return at different times than when these items are reflected in the consolidated financial statements. As a result, the annual tax rate reflected in our consolidated financial statements is different from that reported in our tax return (our cash tax rate). Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences reverse over time, such as depreciation expense. These timing differences create deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities. The tax rates used to determine deferred tax assets or liabilities are the enacted tax rates in effect for the year and manner in which the differences are expected to reverse. Based on the evaluation of all available information, we recognize future tax benefits, such as net operating loss carryforwards, to the extent that realizing these benefits is considered more likely than not.

We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing our forecast taxable income using both historical and projected future operating results; the reversal of existing taxable temporary differences; taxable income in prior carryback years (if permitted); and the availability of tax planning strategies. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. As of January 2, 2016 , we had fully reserved our deferred tax assets. We may not generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets in our consolidated balance sheets.

Recently Issued Accounting Pronouncements

For a summary of recent accounting pronouncements applicable to our consolidated financial statements, see Note 1 to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This section is not required, as we are a Smaller Reporting Company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplemental Data




		Page
Reports of Independent Registered Public Accounting Firms		26
Consolidated Balance Sheets		28
Consolidated Statements of Operations and Comprehensive Loss		29
Consolidated Statements of Cash Flows		30
Consolidated Statements of Stockholders’ Deficit		31
Notes to Consolidated Financial Statements		32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors and Stockholders of BlueLinx Holdings Inc.

We have audited the accompanying consolidated balance sheet of BlueLinx Holdings Inc. and subsidiaries (the “Company”) as of January 2, 2016 , and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal year ended January 2, 2016 . These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BlueLinx Holdings Inc. and subsidiaries at January 2, 2016 , and the results of their operations and their cash flows for the fiscal year ended January 2, 2016 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 2, 2016 , based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 28, 2016 , expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Atlanta, Georgia

March 28, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE

CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors and Stockholders of BlueLinx Holdings Inc. and subsidiaries

We have audited the accompanying consolidated balance sheet of BlueLinx Holdings Inc. and subsidiaries as of January 3, 2015, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal years ended January 3, 2015 and January 4, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BlueLinx Holdings Inc. and subsidiaries at January 3, 2015, and the consolidated results of their operations and their cash flows for the fiscal years ended January 3, 2015 and January 4, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia

February 19, 2015 except for Note 16, as to which the date is March 28, 2016

BLUELINX HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS



	January 2, 2016			January 3, 2015
	(In thousands, except share data)
ASSETS
Current assets:
Cash	$	4,808		$	4,522
Receivables, less allowances of $3,167 in fiscal 2015 and $3,112 in fiscal 2014	138,545			144,537
Inventories, net	226,660			242,546
Other current assets	32,011			23,289
Total current assets	402,024			414,894
Property and equipment:
Land and improvements	40,108			41,095
Buildings	89,006			90,161
Machinery and equipment	79,173			77,279
Construction in progress	255			1,188
Property and equipment, at cost	208,542			209,723
Accumulated depreciation	(106,966		)	(104,456		)
Property and equipment, net	101,576			105,267
Other non-current assets	9,542			15,804
Total assets	$	513,142		$	535,965
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	88,087		$	67,291
Bank overdrafts	17,287			27,280
Accrued compensation	4,165			5,643
Current maturities of long-term debt	6,611			2,679
Other current liabilities	14,023			14,349
Total current liabilities	130,173			117,242
Non-current liabilities:
Long-term debt	377,773			400,257
Pension benefit obligation	36,791			41,763
Other non-current liabilities	14,301			12,729
Total liabilities	559,038			571,991
STOCKHOLDERS’ DEFICIT
Common Stock, $0.01 par value, Authorized - 200,000,000 shares, Issued - 89,438,466 and 88,748,638 respectively	894			888
Additional paid-in capital	255,100			253,051
Accumulated other comprehensive loss	(34,774		)	(34,425		)
Accumulated deficit	(267,116		)	(255,540		)
Total stockholders’ deficit	(45,896		)	(36,026		)
Total liabilities and stockholders’ deficit	$	513,142		$	535,965

BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015			Fiscal Year Ended January 4, 2014
	(In thousands, except per share data)
Net sales	$	1,916,585		$	1,979,393		$	2,151,972
Cost of sales	1,694,113			1,750,289			1,923,489
Gross profit	222,472			229,104			228,483
Operating expenses:
Selling, general, and administrative	195,941			211,346			245,887
Gains from sales of property	—			(5,251		)	(5,220		)
Depreciation and amortization	9,741			9,473			9,117
Total operating expenses	205,682			215,568			249,784
Operating income (loss)	16,790			13,536			(21,301		)
Non-operating expenses:
Interest expense	27,342			26,771			28,024
Other expense, net	871			325			306
Loss before provision for (benefit from) income taxes	(11,423		)	(13,560		)	(49,631		)
Provision for (benefit from) income taxes	153			312			(9,013		)
Net loss	$	(11,576	)	$	(13,872	)	$	(40,618	)

Basic and diluted weighted average number of common shares outstanding	87,500			86,001			80,163
Basic and diluted net loss per share applicable to common shares outstanding	$	(0.13	)	$	(0.16	)	$	(0.51	)

Comprehensive loss:
Net loss	$	(11,576	)	$	(13,872	)	$	(40,618	)
Other comprehensive loss:
Foreign currency translation, net of tax	(759		)	(481		)	(161		)
Amortization of unrecognized pension gain (loss), net of tax	410			(17,651		)	13,910
Total other comprehensive (loss) income	(349		)	(18,132		)	13,749
Comprehensive loss	$	(11,925	)	$	(32,004	)	$	(26,869	)

BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015			Fiscal Year Ended January 4, 2014
	(In thousands)
Cash flows from operating activities:
Net loss	$	(11,576	)	$	(13,872	)	$	(40,618	)
Adjustments to reconcile net loss to cash provided by (used in) operations:
Depreciation and amortization	9,741			9,473			9,117
Amortization of debt issuance costs	2,990			3,156			3,184
Gain from sale of assets	—			(5,251		)	(5,220		)
Severance charges	1,432			2,067			5,607
Intraperiod income tax allocation related to pension plan	—			—			(8,894		)
Pension expense	730			901			4,591
Share-based compensation	1,827			3,840			6,117
Other	(1,968		)	(148		)	748
Changes in operating assets and liabilities:
Accounts receivable	5,992			5,760			7,168
Inventories	15,886			(18,966		)	6,479
Accounts payable	20,796			7,026			(17,585		)
Prepaid assets	2,919			(942		)	(3,062		)
Quarterly pension contributions	(4,634		)	(4,676		)	(472		)
Payments on restructuring liability	(726		)	(2,805		)	(3,057		)
Other assets and liabilities	(3,482		)	2,136			(3,984		)
Net cash provided by (used in) operating activities	39,927			(12,301		)	(39,881		)
Cash flows from investing activities:
Property and equipment investments	(1,561		)	(3,016		)	(4,912		)
Proceeds from disposition of assets	760			7,368			10,365
Net cash (used in) provided by investing activities	(801		)	4,352			5,453
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	(459		)	(957		)	(3,192		)
Repayments on revolving credit facilities	(421,045		)	(476,473		)	(560,186		)
Borrowings from revolving credit facilities	409,009			494,794			599,968
Principal payments on mortgage	(9,523		)	(9,220		)	(19,038		)
Payments on capital lease obligations	(3,743		)	(2,228		)	(3,142		)
(Decrease) increase in bank overdrafts	(9,993		)	7,902			(16,007		)
Decrease in restricted cash related to the mortgage	(3,052		)	(6,066		)	—
Debt financing costs	—			—			(2,900		)
Proceeds from stock offering less expenses paid	—			—			38,715
Other	(34		)	(315		)	56
Net cash (used in) provided by financing activities	(38,840		)	7,437			34,274
Increase (decrease) in cash	286			(512		)	(154		)
Cash, beginning of period	4,522			5,034			5,188
Cash, end of period	$	4,808		$	4,522		$	5,034

Supplemental Cash Flow Information
Net income tax payments during the period	$	693		$	210		$	332
Interest paid during the period	$	23,775		$	23,147		$	24,706
Noncash transactions:
Equipment under capital leases	$	5,075		$	1,108		$	5,069

BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT



	Common Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Stockholders’ Deficit Total
	Shares		Amount			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Stockholders’ Deficit Total
	(In thousands)
Balance, December 29, 2012	63,664		$	637		$	209,815		$	(30,042	)	$	(201,002	)	$	(20,592	)
Net loss	—		—			—			—			(40,618		)	(40,618		)
Foreign currency translation adjustment, net of tax	—		—			—			(161		)	—			(161		)
Unrealized gain from pension plan, net of tax	—		—			—			13,910			—			13,910
Issuance of restricted stock, net of forfeitures	651		6			—			—			—			6
Vesting of performance shares	628		6			—			—			—			6
Issuance of stock related to rights offerings, net of expenses	22,857		229			38,384			—			—			38,613
Compensation related to share-based grants	—		—			6,117			—			—			6,117
Repurchase of shares to satisfy employee tax withholdings	(1,255	)	(12		)	(3,181		)	—			—			(3,193		)
Excess tax benefits from share-based compensation arrangements	—		—			16									16
Other	—		—			(1		)	—			(1		)	(2		)
Balance, January 4, 2014	86,545		866			251,150			(16,293		)	(241,621		)	(5,898		)
Net loss	—		—			—			—			(13,872		)	(13,872		)
Foreign currency translation adjustment, net of tax	—		—			—			(481		)	—			(481		)
Unrealized gain from pension plan, net of tax	—		—			—			(17,651		)	—			(17,651		)
Issuance of restricted stock, net of forfeitures	1,827		18			—			—			—			18
Vesting of performance shares	1,039		10			—			—			—			10
Compensation related to share-based grants	—		—			2,896			—			—			2,896
Repurchase of shares to satisfy employee tax withholdings	(662	)	(6		)	(957		)	—			—			(963		)
Excess tax benefits from share-based compensation arrangements	—		—			(16		)							(16		)
Other	—		—			(22		)	—			(47		)	(69		)
Balance, January 3, 2015	88,749		888			253,051			(34,425		)	(255,540		)	(36,026		)
Net loss	—		—			—			—			(11,576		)	(11,576		)
Foreign currency translation adjustment, net of tax	—		—			—			(759		)	—			(759		)
Unrealized gain from pension plan, net of tax	—		—			—			410			—			410
Issuance of restricted stock, net of forfeitures	575		5			—			—			—			5
Vesting of performance shares	551		5			—			—			—			5
Compensation related to share-based grants	—		—			2,051			—			—			2,051
Repurchase of shares to satisfy employee tax withholdings	(437	)	(4		)	(455		)	—			—			(459		)
Other	—		—			453			—			—			453
Balance, January 2, 2016	89,438		$	894		$	255,100		$	(34,774	)	$	(267,116	)	$	(45,896	)

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Basis of Presentation

BlueLinx is a wholesale supplier of building products in North America. Our Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries. These financial statements have been prepared in accordance with U.S. GAAP. All significant intercompany accounts and transactions have been eliminated.

Fiscal 2015 and fiscal 2014 both comprised 52 weeks, and fiscal 2013 comprised 53 weeks.

Use of Estimates

We are required to make estimates and assumptions when preparing our Consolidated Financial Statements in accordance with U.S. GAAP. These estimates and assumptions affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. Actual results could differ materially from those estimates.

Recent Accounting Standards

Revenue from Contracts with Customers . In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which deferred the effective date by one year to December 15, 2017, for interim and annual reporting periods beginning after that date. The FASB permitted early adoption of the standard, but not before the original effective date of December 15, 2016. We are currently evaluating how the adoption of this standard will impact our consolidated financial statements.

Going Concern . In September 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern.” The ASU requires management to evaluate relevant conditions, events, and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity’s ability to continue as a going concern exists within one year from the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

Leases . In February 2016, the FASB issued ASU 2016-02, “Leases.” The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either “finance” or “operating,” with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

Inventories . In July 2015, the FASB issued ASU 2015-11, “Inventory.” The ASU requires entities that measure inventory using methods including the average cost method to measure inventory at the lower of cost and net realizable value. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. Early adoption is permitted. We do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements.

Presentation of Debt Issuance Costs . We have adopted ASU 2015-03, “Interest - Imputation of Interest.” See Note 16.

Balance Sheet Classification of Deferred Taxes . In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” This standard requires that deferred tax liabilities and assets be classified as noncurrent on the balance sheet. It is effective for interim and annual periods beginning after December 15, 2016, but early adoption is permitted. We adopted ASU 2015-17 effective January 2, 2016, on a prospective basis. Adoption of this ASU resulted in a reclassification of our net current deferred tax liability to the net non-current deferred tax liability in our Consolidated Balance Sheet as of January 2, 2016. No prior periods were retrospectively adjusted. The adoption of this guidance had no impact on our consolidated results of operations.

Reclassifications

Certain other amounts in the prior years’ consolidated financial statements and notes have been revised to conform to the current year presentation. During fiscal 2015 , we separately stated quarterly pension contributions, which historically had been presented as “Other” changes in the “Cash flows from operating activities.” To conform the historical presentation to the current and future presentation, we separately have detailed quarterly pension contributions in prior periods from “Other” changes in the “Cash flows from operating activities.” Additionally, some prior year items that were immaterial have been reclassified to “Other” changes in both “Cash flows from operating activities” and “Cash flows from financing activities.”

Revenue Recognition

We recognize revenue when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, our price to the buyer is fixed and determinable, and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site.

In addition, we provide inventory to certain customers through pre-arranged agreements on a consignment basis. Customer consigned inventory is maintained and stored by certain customers; however, ownership and risk of loss remains with us. When the consigned inventory is sold by the customer, we recognize revenue on a gross basis. Customer consigned inventory was approximately $4.9 million and $6.3 million as of January 2, 2016 , and January 3, 2015 , respectively.

All revenues recognized are net of trade allowances, cash discounts, and sales returns. Cash discounts and sales returns are estimated using historical experience. Trade allowances are based on the estimated obligations and historical experience. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been insignificant for each of the reported periods.

Accounts Receivable

Accounts receivable are stated at net realizable value, do not bear interest, and consist of amounts owed for orders shipped to customers. Management establishes an overall credit policy for sales to customers. The allowance for doubtful accounts is determined based on a number of factors including specific customer account reviews, historical loss experience, current economic trends, and the creditworthiness of significant customers based on ongoing credit evaluations.

Inventory Valuation

The cost of all inventories is determined by the moving average cost method. We have included all material charges directly or indirectly incurred in bringing inventory to its existing condition and location. We evaluate our inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower of cost or market. Additionally, we estimate and maintain a reserve for damaged, excess and obsolete inventory.

Consideration Received from Vendors and Paid to Customers

Each year, we enter into agreements with many of our vendors providing for inventory purchase rebates, generally based on achievement of specified volume purchasing levels. We also receive rebates related to price protection and various marketing allowances that are common industry practice. We accrue for the receipt of vendor rebates based on purchases, and also reduce inventory to reflect the net acquisition cost (purchase price less expected purchase rebates). As of January 2, 2016 , and January 3, 2015 , the vendor rebate receivable totaled $8.0 million and $7.1 million , respectively. Adjustments to earnings resulting from revisions to rebate estimates have been immaterial.

In addition, we enter into agreements with many of our customers to offer customer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. We accrue for the payment of customer rebates based on sales to the customer, and also reduce sales to reflect the net sales (sales price less expected customer rebates). As of January 2, 2016 , and January 3, 2015 , the customer rebate payable totaled $6.6 million and $6.4 million , respectively. Adjustments to earnings resulting from revisions to rebate estimates have been immaterial.

Shipping and Handling

Amounts billed to customers in sales transactions related to shipping and handling are classified as revenue. Shipping and handling costs included in “Selling, general, and administrative” expenses were $88.4 million , $91.8 million , and $99.7 million for fiscal 2015 , fiscal 2014 , and fiscal 2013 , respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses of $0.5 million , $0.6 million , and $1.2 million were included in “Selling, general and administrative” expenses for fiscal 2015 , fiscal 2014 , and fiscal 2013 , respectively.

Property and Equipment

Property and equipment are recorded at cost. Lease obligations for which we assume or retain substantially all the property rights and risks of ownership are capitalized. Amortization of assets recorded under capital leases is included in “Depreciation and amortization” expense. Replacements of major units of property are capitalized and the replaced properties are retired. Replacements of minor components of property and repair and maintenance costs are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or disposition of assets, cost and accumulated depreciation are removed from the related accounts and any gain or loss is included in income.

Share-Based Compensation

We recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche to the extent market and performance conditions are considered probable. The calculation of fair value related to share-based compensation is subject to certain assumptions discussed in more detail in Note 10. Management updates such estimates when circumstances warrant. All compensation expense related to our share-based payment awards is recorded in “Selling, general and administrative” expense in the Consolidated Statements of Operations and Comprehensive Loss.

Income Taxes

We account for deferred income taxes using the liability method. Accordingly, we recognize deferred tax assets and liabilities based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates. Deferred tax assets and liabilities are recorded net, as current and noncurrent, when applicable. A valuation allowance is recorded to reduce deferred tax assets when necessary. For additional information about our income taxes, see Note 5.

Self-Insurance

For all fiscal years presented, the Company was self-insured, up to certain limits, for most workers’ compensation losses, employee health benefits, general liability, and automotive liability losses, all subject to varying “per occurrence” retentions or deductible limits. The Company provides for estimated costs to settle both known claims and claims incurred but not yet reported. Liabilities associated with these claims are estimated, in part, by considering the frequency and severity of historical claims, both specific to us, as well as industry-wide loss experience and other actuarial assumptions. We determine our insurance obligations with the assistance of actuarial firms. Since there are many estimates and assumptions involved in recording insurance liabilities and in the case of workers’ compensation a significant period of time elapses before the ultimate resolution of claims, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities.

2. Assets Held for Sale

In fiscal 2015 , we designated certain properties as held for sale, due to strategic realignments of our business. At the time of designation, we ceased recognizing depreciation expense on these assets. As of January 2, 2016 , and January 3, 2015 , the net book value of total assets held for sale were $2.3 million and $0.9 million , respectively, and were included in “Other current assets” in our Consolidated Balance Sheets. Properties held for sale consist of: land in Newtown, Connecticut; and five warehouses, located in Lubbock, Texas; Little Rock, Arkansas; Norfolk, Virginia; Harlingen, Texas; and Pearl, Mississippi. We plan to sell these properties within the next twelve months. We continue to actively market all properties that are designated as held for sale.

3. Restricted Cash

Restricted cash primarily includes amounts held in escrow related to our mortgage and insurance for workers’ compensation, auto liability, and general liability. Restricted cash is included in “Other current assets” and “Other non-current assets” on the accompanying Consolidated Balance Sheets.

The table below provides the balances of each individual component in restricted cash:



	January 2, 2016		January 3, 2015
	(In thousands)
Cash in escrow
Mortgage	$	9,118	$	6,067
Insurance	7,437		7,430
Other	4,633		4,513
Total	$	21,188	$	18,010

4. Restructuring Charges

We account for exit and disposal costs by recognizing a liability for costs associated with an exit or disposal activity at fair value in the period in which it is incurred, or when we cease using the right conveyed by a contract (i.e., the right to use a leased property). We account for severance and outplacement costs by recognizing a liability for employees’ rights to post-employment benefits when management has committed to a plan, due to the existence of a post-employment benefit agreement. These costs are included in “Selling, general, and administrative” expenses in the Consolidated Statements of Operations and Comprehensive Loss, and in “Accrued compensation” or “Other liabilities” on the Consolidated Balance Sheets.

During fiscal 2013, we announced a headcount reduction and closed certain facilities. Final severance payments were completed in the second quarter of fiscal 2015. The lease expired on the remaining facility in the fourth quarter of fiscal 2015, and final payment of the remaining amount, below, was paid immediately subsequent to January 2, 2016, thereby completing the restructuring event.

The table below summarizes our restructuring activity:



	Reduction in Force Activities			Facility Lease Obligation			Total
	(In thousands)
Balance as of January 4, 2014	$	2,550		$	928		$	3,478
Charges	—			—			—
Adjustments to reserves	(168		)	32			(136		)
Payments	(2,069		)	(413		)	(2,482		)
Balance as of January 3, 2015	313			547			860
Charges	—			—			—
Adjustments to reserves	(8		)	(49		)	(57		)
Payments	(305		)	(421		)	(726		)
Balance as of January 2, 2016	$	—		$	77		$	77

5. Income Taxes

Our provision for (benefit from) income taxes consisted of the following:



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015		Fiscal Year Ended January 4, 2014
	(In thousands)
Federal income taxes:
Current	$	—		$	—	$	(492	)
Deferred	—			—		(7,385		)
State income taxes:
Current	235			160		192
Deferred	—			—		(1,343		)
Foreign income taxes:
Current	(68		)	134		19
Deferred	(14		)	18		(4		)
Provision for (benefit from) income taxes	$	153		$	312	$	(9,013	)

The federal statutory income tax rate was 35% . Our provision for (benefit from) income taxes is reconciled to the federal statutory amount as follows:



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015			Fiscal Year Ended January 4, 2014
	(In thousands)
Benefit from income taxes computed at the federal statutory tax rate	$	(3,998	)	$	(4,746	)	$	(17,371	)
Benefit from state income taxes, net of federal benefit	(474		)	(623		)	(1,991		)
Valuation allowance change	4,318			5,656			19,445
Nondeductible items	288			232			270
Benefit from allocation of income taxes to other comprehensive income (loss)	—			—			(8,726		)
Other	19			(207		)	(640		)
Provision for (benefit from) income taxes	$	153		$	312		$	(9,013	)

The change in valuation allowance is exclusive of items that do not impact income from continuing operations, but are reflected in the balance sheet change in deferred income tax assets and liabilities as disclosed in the component of net deferred income tax assets (liabilities) table below.

In accordance with the intraperiod tax allocation provisions of GAAP, we are required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit resulting from a loss from continuing operations that should be allocated to continuing operations. In fiscal 2015 and 2014, there were no intraperiod tax allocations, since there was a loss in other comprehensive income for these periods. In fiscal 2013, a non-cash tax benefit was recorded on the loss from continuing operations in the amount of $8.7 million , which was offset in full by income tax expense recorded in other comprehensive income. While the income tax benefit from continuing operations is reported in our Consolidated Statements of Operations and Comprehensive Loss, the income tax expense on other comprehensive income is recorded directly to accumulated other comprehensive loss, which is a component of stockholders’ deficit.

Our financial statements contain certain deferred tax assets which primarily resulted from tax benefits associated with the loss before income taxes, as well as net deferred income tax assets resulting from other temporary differences related to certain reserves, pension obligations, and differences between book and tax depreciation and amortization. We record a valuation allowance against our net deferred tax assets when we determine that, based on the weight of available evidence, it is more likely than not that our net deferred tax assets will not be realized.

In our evaluation of the weight of available evidence, we considered recent reported losses as negative evidence which carried substantial weight. Therefore, we considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence associated with the losses incurred. The positive evidence considered included:

• taxable income in prior carryback years, if carryback is permitted under the tax law;

• future reversals of existing taxable temporary differences;

• tax planning strategies; and

• future taxable income exclusive of reversing temporary differences and carryforwards.

During fiscal years 2015 and 2014 , we weighed all available positive and negative evidence, and concluded that the weight of the negative evidence of cumulative losses over several years continued to outweigh the positive evidence. Based on the conclusions reached, we maintained a full valuation allowance during fiscal years 2015 and 2014 .

The components of our net deferred income tax liabilities are as follows:



	January 2, 2016			January 3, 2015
	(In thousands)
Deferred income tax assets:
Inventory reserves	$	3,007		$	3,333
Compensation-related accruals	4,819			5,434
Accruals and reserves	508			787
Accounts receivable	744			728
Restructuring costs	32			212
Property and equipment	778			16
Pension	11,628			13,214
Benefit from net operating loss (“NOL”) carryovers ⁽¹⁾	82,055			76,264
Other	371			685
Total gross deferred income tax assets	103,942			100,673
Less: Valuation allowances	(103,311		)	(99,979		)
Total net deferred income tax assets	631			694
Deferred income tax liabilities:
Other	(634		)	(711		)
Total deferred income tax liabilities	(634		)	(711		)
Deferred income tax liabilities, net	$	(3	)	$	(17	)


⁽¹⁾	Our federal NOL carryovers are $199.5 million and will expire in 13 to 20 years . Our state NOL carryovers are $253.1 million and will expire in 1 to 20 years .

Activity in our deferred tax asset valuation allowance for fiscal years 2015 and 2014 was as follows:



	Fiscal Year Ended January 2, 2016		Fiscal Year Ended January 3, 2015
	(In thousands)
Balance as of beginning of the year	$	99,979	$	88,279
Valuation allowance provided for taxes related to:
Loss before income taxes	3,332		11,700
Balance as of end of the year	$	103,311	$	99,979

We have recorded income tax and related interest liabilities where we believe certain of our tax positions are not more likely than not to be sustained if challenged. The following table summarizes the activity related to our unrecognized tax benefits:



	(In thousands)
Balance as of December 29, 2012	$	826
Increases related to current year tax positions	—
Additions for tax positions in prior years	—
Reductions for tax positions in prior years	—
Reductions due to lapse of applicable statute of limitations	(567		)
Settlements	—
Balance as of January 4, 2014	259
Increases related to current year tax positions	—
Additions for tax positions in prior years	—
Reductions for tax positions in prior years	—
Reductions due to lapse of applicable statute of limitations	(75		)
Settlements	—
Balance as of January 3, 2015	184
Increases related to current year tax positions	—
Additions for tax positions in prior years	—
Reductions for tax positions in prior years	—
Reductions due to lapse of applicable statute of limitations	—
Settlements	—
Balance as of January 2, 2016	$	184

Included in the unrecognized tax benefits as of January 2, 2016 , and January 3, 2015 , were $0.2 million and $0.2 million , respectively, of tax benefits that, if recognized, would reduce our annual effective tax rate. We also accrued an immaterial amount of interest related to these unrecognized tax benefits during fiscal 2015 and 2014, and this amount is reported in “Interest expense” in our Consolidated Statements of Operations and Comprehensive Loss. We do not expect our unrecognized tax benefits to change materially over the next twelve months.

We file U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2012 through 2015 tax years generally remain subject to examination by federal and most state and foreign tax authorities.

6. Revolving Credit Facilities

On August 4, 2006, we entered into our U.S. revolving credit facility, as later amended, with several lenders including Wells Fargo Bank, National Association. The U.S. revolving credit facility has a final maturity of July 15, 2017 , and maximum available credit of $370.0 million , which includes the $20.0 million Tranche A Loan, the maturity date of which coincides with the U.S. revolving credit facility. Amounts outstanding under the U.S. revolving credit facility are secured on a first priority basis, by substantially all of our personal property and trade fixtures, including all accounts receivable, general intangibles, inventory, and equipment. Our obligations under the U.S. revolving credit facility are also secured by a second priority interest in the equity of our real estate subsidiaries which hold the real estate that secures our mortgage loan described below.

On March 10, 2016, we executed the Eleventh Amendment, which allowed the Company to access the high selling season advance rates beginning on March 10, 2016, rather than April 1, 2016, through the high selling season as contemplated therein. The Eleventh Amendment also required the Company to maintain Excess Availability of not less than $35.0 million at all times.

On March 24, 2016 , we further amended and extended our U.S. revolving credit facility, including the Tranche A Loan, with the Twelfth Amendment. The Twelfth Amendment extended the final maturity of the U.S. revolving credit facility to July 15, 2017 , reduced the maximum borrowing capacity from $467.5 million to $370.0 million, inclusive of the Tranche A loan; and removed the $75.0 million uncommitted accordion credit facility. Additionally, the previous requirement of a $35.0 million payment by May 1, 2016, has been waived. The Tranche A Loan shall be subject to certain credit line reductions, with $6.0 million in commitment reductions by December 1, 2016. Full repayment of the Tranche A Loan shall be achieved by July 15, 2017.

Our subsidiary, BlueLinx Canada, has the Canadian revolving credit facility with Canadian Imperial Bank of Commerce due upon the earlier of August 12, 2018 , or the maturity date of the U.S. revolving credit facility. The Canadian revolving credit facility has a maximum available credit of $10.0 million . The Canadian revolving credit facility also provides for an additional $5.0 million uncommitted accordion credit facility, which permits us to increase the maximum available credit up to $15.0 million .

Our U.S. and Canadian revolving credit facilities contain customary covenants and restrictions for asset based loans. The only covenant we deem material is a requirement that we maintain a fixed charge coverage ratio of 1.2 to 1.0 in the event our excess availability under the U.S. revolving credit facility falls below the greater of a defined range, adjusted on a seasonal basis, of $35.0 million to $39.0 million ; or the amount equal to 12.5% of the lesser of (a) the sum of the borrowing base and the Tranche A borrowing base or (b) the Maximum Credit as defined in the U.S. revolving credit facility. We do not anticipate that our excess availability will drop below the Excess Availability Threshold as defined in the U.S. revolving credit facility in the foreseeable future; however, if we did fall below this threshold, we currently would not meet the required fixed charge coverage ratio. We were in compliance with all covenants under these revolving credit facilities as of January 2, 2016 .

7. Mortgage

We have a mortgage loan with German American Capital Corporation and Wells Fargo Bank, which had a ten year initial term. On March 24, 2016 , we extended and amended our mortgage loan, with the Seventeenth Amendment. The mortgage is secured by substantially all of the Company’s owned distribution facilities.

The Seventeenth Amendment extended the maturity of the mortgage to July 1, 2019 , subject to a $60.0 million principal payment due no later than July 1, 2017 , and a $55.0 million principal payment due no later than July 1, 2018 . Except as otherwise permitted in the Seventeenth Amendment, the proceeds from any owned properties sold by us must be used to pay mortgage principal, and these proceeds will be included in the aforementioned principal payments. The mortgage requires monthly interest-only payments at an interest rate of 6.35% . Subject to certain exceptions, as defined in the Seventeenth Amendment, the net proceeds from any owned properties sold by us must exceed certain minimum release prices (unless otherwise agreed to by the lender) and be used to pay mortgage principal. As a condition to the amendment to the mortgage agreement, the lender under the mortgage loan received a first priority pledge of the equity in the Company’s subsidiaries which hold the real property that secures the mortgage loan.

The previously required cash collateral account is no longer required by the amended mortgage terms, and the lender committed to return the $3.1 million remaining account balance to us promptly after March 24, 2016 .



	Principal Payments
	(In thousands)
2016	$	637
2017	60,000
2018	55,000
2019	52,563
Total	$	168,200

8. Fair Value Measurements

We determine a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability. The fair value measurement guidance established a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3).

Fair value measurements for defined benefit pension plan

The fair value hierarchy discussed above not only is applicable to assets and liabilities that are included in our consolidated balance sheets, but also is applied to certain other assets that indirectly impact our consolidated financial statements. For example, we sponsor and contribute to a single-employer defined benefit pension plan (see Note 9). Assets contributed by us become the property of the pension plan. Even though the Company no longer has control over these assets, we are indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts our future net periodic benefit cost, as well as amounts recognized in our consolidated balance sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by our pension plan. We believe the pension plan asset fair value valuation to be Level 1 in the fair value hierarchy, as the assets held in the pension plan under GAAP consist of publicly traded securities.

Fair value measurements for financial instruments

Carrying amounts for our financial instruments are not significantly different from their fair value, with the exception of our mortgage. To determine the fair value of our mortgage, we used a discounted cash flow model. We believe the mortgage fair value valuation to be Level 2 in the fair value hierarchy, as the valuation model has inputs that are observable for substantially the full term of the liability. Assumptions critical to our fair value measurements in the period are present value factors used in determining fair value and an interest rate. At January 2, 2016 , the discounted carrying amount and fair value of our mortgage was $168.2 million and $169.1 million , respectively. The fair value of our debt is not indicative of the amounts at which we could settle our debt.

9. Employee Benefits

Single-Employer Defined Benefit Pension Plan

Some of our hourly employees participate in a noncontributory defined benefit pension plan administered solely by us (the “pension plan”). Our funding policy for the pension plan is based on actuarial calculations and the applicable requirements of federal law. Benefits under the pension plan primarily are related to years of service.

The following tables set forth the change in projected benefit obligation and the change in plan assets for the pension plan:



	January 2, 2016			January 3, 2015
	(In thousands)
Change in projected benefit obligation:
Projected benefit obligation at beginning of period	$	121,955		$	104,924
Service cost	1,104			1,056
Interest cost	5,099			5,123
Actuarial (gain) loss	(8,460		)	15,797
Curtailment gain	(272		)	—
Benefits paid	(4,371		)	(4,945		)
Projected benefit obligation at end of period	115,055			121,955
Change in plan assets:
Fair value of assets at beginning of period	80,192			77,039
Actual return on plan assets	(2,820		)	3,422
Employer contributions	5,263			4,676
Benefits paid	(4,371		)	(4,945		)
Fair value of assets at end of period	78,264			80,192
Net (unfunded) status of plan	$	(36,791	)	$	(41,763	)

We recognize the unfunded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of our pension plan in our Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of tax. On January 2, 2016 , we measured the fair value of our plan assets and benefit obligations. As of January 2, 2016 , and January 3, 2015 , the net unfunded status of our benefit plan was $36.8 million and $41.8 million , respectively.

Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost, and when certain assumptions used to determine the fair value of the plan assets or projected benefit

obligation are updated; including but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions, and plan remeasurement.

We amortize a portion of unrecognized actuarial gains and losses for the pension plan into our Consolidated Statements of Operations and Comprehensive Loss. The amount recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for the pension plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as the corridor. In the current fiscal year, the amount representing the unrecognized gain or loss that exceeds the corridor is amortized over the estimated average remaining life expectancy of participants, as almost all the participants in the plan are inactive.

The net adjustment to other comprehensive loss for fiscal 2015 , fiscal 2014 , and fiscal 2013 was a $0.4 million gain, $17.7 million loss; and a $13.9 million gain ( $22.8 million gain, net of tax of $8.9 million ), primarily from the net recognized and unrecognized actuarial gain (loss) for those fiscal periods.

The decrease in the unfunded obligation for the period was approximately $5.0 million and was comprised of $8.5 million of actuarial gains, $2.8 million of asset losses, $5.3 million of pension contributions, and a charge of $6.1 million due to current year service and interest cost. The main driver of the decrease in the liability related to the actuarial gain was the change in the underlying discount rate assumption which increased to 4.52% in fiscal 2015 from 4.19% in fiscal 2014. The net periodic pension cost decreased to $0.7 million in fiscal 2015 from $0.9 million in fiscal 2014, driven primarily by higher asset values and higher discount rate at the mid-year fiscal 2015 curtailment.

In fiscal 2015, a freeze of certain unionized participants in the pension plan, due to renegotiation of union contracts, resulted in a reduction in future years of service for the remaining active participants in the plan, which triggered a curtailment. As a result, there was a curtailment gain from the event which resulted in a decrease to the projected benefit obligation of $0.3 million in fiscal 2015.

The unfunded status and the amounts recognized on our Consolidated Balance Sheets for the pension plan are set forth in the following table:



	January 2, 2016			January 3, 2015
	(In thousands)
Unfunded status	$	(36,791	)	$	(41,763	)
Unrecognized prior service cost	1			1
Unrecognized actuarial loss	31,871			32,309
Net amount recognized	$	(4,919	)	$	(9,453	)
Amounts recognized on the balance sheet consist of:
Accrued pension liability	$	(36,791	)	$	(41,763	)
Accumulated other comprehensive loss (pre-tax)	31,872			32,310
Net amount recognized	$	(4,919	)	$	(9,453	)

The portion of estimated net loss for the pension plan that is expected to be amortized from accumulated other comprehensive loss into net periodic cost over the next fiscal year is approximately $0.9 million .

The accumulated benefit obligation for the pension plan was $114.0 million and $120.5 million at January 2, 2016 , and January 3, 2015 , respectively.

Net periodic pension cost for the pension plan included the following:



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015			Fiscal Year Ended January 4, 2014
	(In thousands)
Service cost	$	1,104		$	1,056		$	2,193
Interest cost on projected benefit obligation	5,099			5,123			4,750
Expected return on plan assets	(6,172		)	(6,041		)	(5,225		)
Amortization of unrecognized loss	699			763			2,873
Net periodic pension cost	$	730		$	901		$	4,591

The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost:



	January 2, 2016		January 3, 2015
Projected benefit obligation:
Discount rate	4.52	%	4.19	%
Average rate of increase in future compensation levels	Graded 5.5-2.5%		Graded 5.5-2.5%
Net periodic pension cost:
Discount rate	4.19	%	5.00	%
Average rate of increase in future compensation levels	Graded 5.5-2.5%		Graded 5.5-2.5%
Expected long-term rate of return on plan assets	7.54	%	7.85	%

Our estimates of the amount and timing of our future funding obligations for our defined benefit pension plan are based upon various assumptions specified above. These assumptions include, but are not limited to, the discount rate, projected return on plan assets, compensation increase rates, mortality rates, retirement patterns, and turnover rates.

Determination of expected long-term rate of return

In developing expected return assumptions for our pension plan, the most influential decision affecting long-term portfolio performance is the determination of overall asset allocation. An asset class is a group of securities that exhibit similar characteristics and behave similarly in the marketplace. The three main asset classes are equities, fixed income, and cash equivalents.

Upon calculation of the historical risk premium for each asset class, an expected rate of return can be established based on assumed 90-day Treasury bill rates. Based on the normal asset allocation structure of the portfolio ( 60% equities, 25% fixed income, and 15% other) with an assumed compound annualized risk free rate of 3.50% , the expected overall portfolio return is 8.57% offset by 0.75% expense estimate, resulting in a 7.82% net long term rate of return as of January 2, 2016 , which is used to calculate 2016 pension expense.

Our percentage of fair value of total assets by asset category as of the applicable measurement dates are as follows:



Asset Category	January 2, 2016		January 3, 2015
Equity securities — domestic	59	%	57	%
Equity securities — international	14	%	15	%
Fixed income	24	%	24	%
Other	3	%	4	%
Total	100	%	100	%

The fair value of our plan assets by asset category as of the applicable measurement dates are as follows:



Asset Category	January 2, 2016		January 3, 2015
	(In thousands)
Equity securities — domestic	$	46,087	$	45,950
Equity securities — international	10,912		11,924
Fixed income	18,792		19,161
Other	2,473		3,157
Total	$	78,264	$	80,192

Plan assets are valued using quoted market prices in active markets, and we consider the investments to be Level 1 in the fair value hierarchy. See Note 8 for a discussion of the levels of inputs to determine fair value.

Investment policy and strategy

Plan assets are managed as a balanced portfolio comprised of two major components: an equity portion and a fixed income portion. The expected role of plan equity investments is to maximize the long-term real growth of fund assets, while the role of fixed income investments is to generate current income, provide for more stable periodic returns, and provide some downside protection against the possibility of a prolonged decline in the market value of equity investments. We review this investment policy statement at least once per year. In addition, the portfolio is reviewed quarterly to determine the deviation from target weightings and is rebalanced as necessary. Target allocations for fiscal 2016 are 55% domestic and 10% international equity investments, 30% fixed income investments, and 5% cash. The expected long-term rate of return for the plan’s total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class.

Our estimated future benefit payments reflecting expected future service are as follows (in thousands):



Fiscal Year Ending	(In thousands)
January 2, 2016	$	5,612
December 31, 2016	5,922
December 30, 2017	6,188
December 29, 2018	6,430
December 28, 2019	6,673
Thereafter	$	36,100

Multiemployer Pension Plans

We participate in several multiemployer pension plans (“MEPPs”) administered by labor unions that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). Approximately 36% of our employees are covered by CBAs, of which approximately 16% are covered by CBAs that expire within one year. As one of many participating employers in these MEPPs, we are generally responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Protection Act of 2006 (“Pension Act”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. A FIP or RP requires a particular MEPP to adopt measures to correct its underfunded status. These measures may include, but are not limited to: an increase in our contribution rate to the applicable CBA, a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP, and/or a reduction in the benefits to be paid to future and/or current retirees. In addition, the Pension Act requires that a 5% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status (also referred to as red status) and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP. We have not been subject to any such surcharges, as the MEPP to which we are individually significant has not been considered in “critical” status.

We could also be obligated to make future payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closures, assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) generally would equal our proportionate share of the MEPPs' unfunded vested benefits. We believe that one of the MEPP's in which we participate has material unfunded vested benefits. Our share of the contributions in this plan exceeded 5% of total plan contributions for certain plan years. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding matters such as the MEPP's current financial situation due in part to delays in reporting, the potential withdrawal or bankruptcy of other contributing employers, the impact of future plan performance or the success of current and future funding improvement or rehabilitation plans to restore solvency to the plan, we are unable to determine with certainty the amount and timing of any future withdrawal liability, changes in future funding obligations, or the impact of increased contributions, including those that could be triggered by a mass withdrawal of other employers from a MEPP. There can be no assurance that the impact of increased contributions, future funding obligations or future withdrawal liabilities will

not be material to our results of operations, financial condition or cash flows. We believe that the probability of a withdrawal is remote, and therefore, we have not recorded a liability for the material MEPP on our Consolidated Balance Sheets. The following table lists our participation in our multiemployer plan that is individually significant, and other MEPP plans for the years ended, as follows:



				Contributions (in thousands)
Pension Fund:	EIN/Pension Plan Number	Pension Act Zone Status	FIP Status	2015	2014	2013
Lumber Employees Local 786 Retirement Fund	516067407	Green (2014 - 2015)	N/A	$0.4	$0.4	$0.4
Other				1.9	0.6	0.9
Total				$2.3	$1.0	$1.3

Contributions represent the amounts contributed to the plan during the fiscal years presented. Our contributions for fiscal year 2015 exceeded 5% of total plan contributions. Although the plan data for fiscal 2016 is not yet available, we expect to continue to exceed 5% of total plan contributions.

Defined Contribution Plans

Our employees also participate in two defined contribution plans: the “hourly savings plan” covering hourly employees, and the “salaried savings plan” covering salaried employees. Discretionary contributions to the plans are based on employee contributions and compensation; and, in certain cases, participants in the hourly savings plan also receive employer contributions based on union negotiated match amounts. Employer contributions to the hourly savings plan for fiscal years 2015, 2014, and 2013 totaled $0.1 million during each fiscal year. Employer contributions for the salaried savings plan for fiscal year 2015 have been deferred until the first quarter of 2016, and employer contributions to the salaried savings plan for fiscal 2014 and fiscal 2013 totaled $0.9 million and $1.1 million , respectively.

10. Share-Based Compensation

We have two stock-based compensation plans covering officers, directors, certain employees, and consultants: the 2004 Equity Incentive Plan (the “2004 Plan”) and the 2006 Long-Term Equity Incentive Plan (the “2006 Plan”). The plans are designed to motivate and retain individuals who are responsible for the attainment of our primary long-term performance goals. The plans provide a means whereby the participants develop a further sense of proprietorship and personal involvement in our development and financial success, thereby advancing the interests of the Company and its stockholders. Although we do not have a formal policy on the matter, we issue new shares of our common stock to participants upon the exercise of options or upon the vesting of restricted stock, restricted stock units, or performance shares, out of the total amount of common shares applicable for issuance or vesting under either the 2006 Plan or the 2004 Plan. Shares are available for new issuance only under the 2006 Plan. The 2004 Plan has no shares remaining for issuance, and remaining 2004 Plan shares are outstanding only for the exercise of currently outstanding options.

The 2006 Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other share-based awards to participants of the 2006 Plan selected by our Board of Directors or a committee of the Board that administers the 2006 Plan. We reserved 12,200,000 shares of our common stock for issuance under the 2006 Plan. The terms and conditions of awards under the 2006 Plan are determined by the Compensation Committee. Some of the awards issued under the 2006 Plan are subject to accelerated vesting in the event of a change in control as such an event is defined in the 2006 Plan.

We recognize compensation expense equal to the grant-date fair value for all share-based payment awards that are expected to vest. This expense is recorded on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market or performance conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche, to the extent the occurrence of such conditions are probable. All compensation expense related to our share-based payment awards is recorded in “Selling, general, and administrative” expense in the Consolidated Statements of Operations and Comprehensive Loss.

Restricted Stock

During fiscal 2015 , the Board of Directors granted certain of our employees and executive officers restricted stock awards. The restricted stock awards vest either in equal annual increments over three years or three years after the date of grant. These awards are time-based and are not based upon attainment of performance goals.

As of January 2, 2016 , there was $1.2 million of total unrecognized compensation expense related to restricted stock. The unrecognized compensation expense is expected to be recognized over a weighted average term of 1.4 years. As of January 2, 2016 , the weighted average remaining contractual term for our restricted stock was 1.4 years and the maximum contractual term is 3.0 years.

The following table summarizes activity for our restricted stock awards during fiscal 2015 :



	Restricted Stock Awards
	Number of Awards		Weighted Average Fair Value
Outstanding as of January 3, 2015	2,189,178		$	1.68
Granted	600,000		0.99
Vested ⁽¹⁾	(1,062,782	)	1.39
Forfeited	(23,000	)	1.70
Outstanding as of January 2, 2016	1,703,396		$	1.46


⁽¹⁾	The total fair value vested in fiscal 2015 , fiscal 2014 , and fiscal 2013 was $1.5 million , $2.4 million , and $6.4 million , respectively.

Restricted Stock Units

During fiscal 2015 , the Board of Directors granted certain of our employees, executive officers, and directors restricted stock units. The restricted stock units vest either in equal annual increments over three years or three years after the date of grant. These awards are time-based and are not based upon attainment of performance goals.

As of January 2, 2016 , there was $0.7 million of total unrecognized compensation expense related to restricted stock units. The unrecognized compensation expense is expected to be recognized over a weighted average term of 2.3 years. As of January 2, 2016 , the weighted average remaining contractual term for our restricted stock units was 2.3 years, and the maximum contractual term is 3.0 years.

The following table summarizes activity for our restricted stock units during fiscal 2015 :



	Restricted Stock Units
	Number of Awards		Weighted Average Fair Value
Outstanding as of January 3, 2015	54,054		$	1.13
Granted	1,448,661		1.00
Vested ⁽¹⁾	—		—
Forfeited	(100,909	)	0.99
Outstanding as of January 2, 2016	1,401,806		$	1.00


⁽¹⁾	No restricted stock units vested in fiscal 2015 , fiscal 2014 , or fiscal 2013 .

Performance shares

During fiscal years 2015 and 2013, the Board of Directors granted certain of our directors, executive officers, and employees awards of performance shares of our common stock. The performance shares are released only upon the successful achievement of specific, measurable performance criteria approved by the Compensation Committee. The performance shares, when earned, vest in three equal tranches. If the performance targets are not met, the awards will be canceled, although performance criteria for the first tranche of the performance shares granted in fiscal 2013 was waived, and performance criteria have been met for all other tranches of performance share vestings.

As of January 2, 2016 , there was $0.6 million of total unrecognized compensation expense related to performance shares. The unrecognized compensation expense is expected to be recognized over weighted average term of 2.3 years. As of January 2, 2016 , the weighted average remaining contractual term for our performance shares was 1.5 years and the maximum contractual term is 3.0 years.

The following table summarizes activity for our performance share awards during fiscal 2015 :



	Performance Shares
	Number of Awards		Weighted Average Fair Value
Outstanding as of January 3, 2015	1,102,089		$	1.56
Granted	727,500		0.94
Vested ^{(1) (2)}	(551,041	)	2.90
Forfeited	(15,481	)	1.59
Outstanding as of January 2, 2016 ⁽²⁾	1,263,067		$	0.90


⁽¹⁾	The total fair value vested in fiscal 2015 , fiscal 2014 , and fiscal 2013 was $1.6 million , $1.7 million and $1.5 million , respectively.

⁽²⁾

During fiscal 2015 , a total of six individuals participating in the plan were no longer employed by the Company or otherwise eligible to meet the service condition of these awards. The Compensation Committee approved an amendment to the applicable Performance Share Award Agreements to allow these shares to vest, if and when they vest for individuals employed by the Company. These amendments were determined to be modifications of the awards, from equity-based awards to liability awards, and adjustments related to the difference in fair value were recorded in fiscal 2015 . Liability awards are subsequently marked to market on a quarterly basis. As of January 2, 2016 , the fair value of the performance shares was based on the closing price of our common stock on January 2, 2016 , of $0.53 . Of these shares, 414,284 shares vested in fiscal 2015 , and 469,418 of these shares were remaining as of January 2, 2016 . The remaining performance shares are expected to vest during fiscal 2016.

Options

The tables below summarize activity and include certain additional information related to our outstanding stock options granted under the 2004 Plan and 2006 Plan for the year ended January 2, 2016 . The maximum contractual term for stock options is ten years. There have been no new employee stock option grants and no stock option exercises during fiscal years 2015 , 2014 , and 2013 .



	Options
	Shares		Weighted Average Exercise Price
Outstanding as of January 3, 2015	784,500		$	5.05
Granted	—		—
Exercised	—		—
Forfeited	—		—
Expired	(25,500	)	12.99
Outstanding and exercisable as of January 2, 2016	759,000		$	4.77



	Outstanding and Exercisable
Price	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
$4.66	750,000	$	4.66	2.2
$14.01	9,000	$	14.01	0.4
	759,000			2.2

Compensation Expense

Share-based compensation expense is recognized only for those awards that are expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. We recognize the effect of adjusting the estimated forfeiture rates in the period in which we change such estimated rates. Total share-based compensation expense from restricted stock, performance shares, and stock options, net of estimated forfeitures, was as follows:



	Fiscal Year Ended January 2, 2016 ⁽¹⁾		Fiscal Year Ended January 3, 2015 ⁽²⁾		Fiscal Year Ended January 4, 2014 ⁽³⁾
	(In thousands)
Restricted Stock	$	1,606	$	1,941	$	3,521
Performance Shares	127		1,725		2,596
Restricted Stock Units and Options ⁽⁴⁾	94		174		—
Total	$	1,827	$	3,840	$	6,117

⁽¹⁾

See “Performance shares”, above, for a discussion of the modifications to certain performance share awards, now recorded as liability awards. This amendment resulted in an adjustment to fully expense the awards reclassified as liability awards during 2015, and to mark to market all outstanding liability awards on a quarterly basis. A credit to share-based compensation expense of $0.2 million was accordingly recorded during fiscal 2015 on these outstanding performance shares.

⁽²⁾

See “Performance shares”, above, for a discussion of the 2014 modification to certain performance share awards, now recorded as liability awards. These amendments resulted in an adjustment to fully expense the awards reclassified as liability awards during 2014, and to mark to market the outstanding liability awards on a quarterly basis. Share-based compensation expense of $1.2 million was accordingly recorded during fiscal 2014 on these performance shares.


⁽³⁾	Approximately $2.9 million of total share-based compensation during fiscal 2013 was related to the restructuring event discussed in Footnote 4.


⁽⁴⁾	For all fiscal years presented, there was no compensation expense for options. All compensation expense presented pertains to Restricted Stock Units.

We recognized related income tax benefits in fiscal years 2015 , 2014 , and 2013 of $0.7 million , $1.5 million , and $2.4 million , respectively, which have been offset by a valuation allowance. We present the benefits of tax deductions in excess of recognized compensation expense as both a financing cash inflow and an operating cash outflow in our Consolidated Statements of Cash Flows when present. There were no material excess tax benefits in fiscal years 2015 , 2014 , and 2013 .

11. Loss per Common Share

We calculate basic earnings per share by dividing net income by the weighted average number of common shares outstanding, excluding unvested restricted shares. We calculate diluted earnings per share using the treasury stock method, by dividing net income by the weighted average number of common shares outstanding plus the dilutive effect of outstanding share-based awards, including restricted stock awards, performance shares, and stock options. Basic and diluted earnings per share are equivalent for fiscal years ended 2015 , 2014 , and 2013 , because all periods reflected net losses, and all outstanding share-based awards would be antidilutive.

For fiscal years 2015 , 2014 , and 2013 , we excluded 5,127,269 , 4,129,822 , and 4,595,650 unvested share-based awards, respectively, from the diluted earnings per share calculation because they were anti-dilutive. Outstanding, antidilutive share based awards not included in diluted earnings per share consist of the following securities:

• Unvested restricted stock awards of 1,703,396 , 2,189,177 , and 1,618,283 for fiscal years 2015 , 2014 , and 2013 , respectively.

• Performance shares, granted under our 2006 Plan in 2015 and 2013, which are issuable upon satisfaction of certain performance criteria. Unvested performance shares outstanding were 1,263,067 and 1,102,091 , and 2,192,868 for fiscal years 2015 , 2014 , and 2013 , respectively, based on our assumption that meeting the performance criteria is probable.

• Unvested restricted stock units of 1,401,806 and 54,054 were outstanding for 2015 and 2014 , respectively. There were no unvested restricted stock units outstanding for fiscal 2013.

• Unexercised stock options outstanding were 759,000 for 2015, and 784,500 for both fiscal years 2014 and 2013.

12. Related Party Transactions

Cerberus Capital Management, L.P., our majority shareholder, retains consultants who specialize in operations management and support, and who provide Cerberus with consulting advice concerning portfolio companies in which funds and accounts managed by Cerberus or its affiliates have invested. From time to time, Cerberus makes the services of these consultants available to Cerberus portfolio companies. We believe that any transactions that occurred in fiscal years 2015, 2014, and 2013 were not material to our results of operations or financial position.

13. Lease Commitments

Operating Leases

The Company leases real property, logistics equipment, and office equipment under long-term, non-cancelable operating leases. Certain of our operating leases have extension options and escalation clauses. Our real estate leases also provide for payments of other costs such as real estate taxes, insurance, and common area maintenance, which are not included in rental expense, sublease income, or the future minimum rental payments as set forth below. Total rental expense was approximately $4.8 million , $4.5 million , and $4.8 million for fiscal years 2015 , 2014 , and 2013 , respectively.

At January 2, 2016 , our total operating lease commitments were as follows:



	(In thousands)
2016	$	5,695
2017	5,714
2018	5,370
2019	2,218
2020	1,601
Thereafter	8,689
Total	$	29,287

Capital Leases

We have entered into certain long-term, non-cancelable capital leases for certain logistics equipment and vehicles. These capital leases have maturities of 3 to 7 years and interest rates ranging from 4.0% to 9.1% . As of January 2, 2016 , the acquisition value and net book value of assets under capital leases was $22.1 million and $11.5 million , respectively. As of January 3, 2015 , the basis and net book value of assets under capital leases was $16.4 million and $9.0 million , respectively.

At January 2, 2016 , our total commitments under capital leases were as follows:



	Principal		Interest
	(In thousands)
2016	$	2,619	$	598
2017	2,290		440
2018	2,401		289
2019	1,598		152
2020	1,149		60
Thereafter	559		16
Total	$	10,616	$	1,555

14. Commitments and Contingencies

Environmental and Legal Matters

From time to time, we are involved in various proceedings incidental to our businesses, and we are subject to a variety of environmental and pollution control laws and regulations in all jurisdictions in which we operate. Although the ultimate outcome of these proceedings cannot be determined with certainty, based on presently available information management believes that adequate reserves have been established for probable losses with respect thereto. Management further believes that the ultimate outcome of these matters could be material to operating results in any given quarter but will not have a materially adverse effect on our long-term financial condition, our results of operations, or our cash flows.

Collective Bargaining Agreements

As of January 2, 2016 , we employed approximately 1,600 persons on a full-time basis. Approximately 36% of our employees were represented by various labor unions, of which approximately 16% of the union contracts are up for renewal in fiscal 2016 . We consider our relationship with our employees generally to be good.

15. Subsequent Events

On March 10, 2016, we amended our U.S. revolving credit facility, with the Eleventh Amendment, which allowed the Company to access the high selling season advance rates beginning on March 10, 2016, rather than April 1, 2016, through the high selling season as contemplated therein. The Eleventh Amendment also required the Company to maintain Excess Availability of not less than $35.0 million at all times.

On March 24, 2016 , we extended and amended both our U.S. revolving credit facility and our mortgage, with the Twelfth Amendment to the U.S revolving credit facility and the Seventeenth Amendment to the mortgage, as described in Notes 6 and 7 to the financial statements.

16. Retrospective Application - Presentation of Debt Issuance Costs

As stated in Note 1, during 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest,” related to simplifying the presentation of debt issuance costs. This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. It is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. We early adopted this standard during the fourth quarter of fiscal 2015, which we accounted for as a change in accounting principle and applied the guidance retrospectively. This change resulted in a total reclassification of $3.0 million , from “Other non-current assets” to “Long-term debt,” as of January 3, 2015.

17. Accumulated Other Comprehensive Loss

Comprehensive income (loss) is a measure of income which includes both net income (loss) and other comprehensive income (loss). Our other comprehensive loss results from items deferred from recognition into our Consolidated Statements of Operations and Comprehensive Loss. Accumulated other comprehensive loss is separately presented on our Consolidated Balance Sheets as part of common stockholders’ deficit. Other comprehensive income (loss) was $(0.3) million , $(18.1) million , and $13.7 million for fiscal 2015 , fiscal 2014 , and fiscal 2013 , respectively.

The changes in accumulated balances for each component of other comprehensive loss for fiscal years 2013 , 2014 , and 2015 were as follows:



	Foreign currency translation, net of tax			Amortization of unrecognized pension gain (loss), net of tax			Other, net of tax		Total
	(In thousands)
December 29, 2012, beginning balance	$	1,797		$	(32,051	)	$	212	$	(30,042	)
Other comprehensive income (loss), net of tax ⁽¹⁾	(161		)	12,158			—		11,997
Amounts reclassified from accumulated other comprehensive income (loss), net of tax ⁽¹⁾	—			1,752			—		1,752
January 4, 2014, ending balance, net of tax	$	1,636		$	(18,141	)	$	212	$	(16,293	)
Other comprehensive income (loss), net of tax ⁽²⁾	(481		)	(18,416		)	—		(18,897		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax ⁽²⁾	—			765			—		765
January 3, 2015, ending balance, net of tax	$	1,155		$	(35,792	)	$	212	$	(34,425	)
Other comprehensive income (loss), net of tax ⁽³⁾	(759		)	699			—		(60		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax ⁽³⁾	—			(289		)	—		(289		)
January 2, 2016, ending balance, net of tax	$	396		$	(35,382	)	$	212	$	(34,774	)

⁽¹⁾ For the fiscal year ended 2013 , there was $1.8 million (net of tax of $1.1 million ) of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $12.2 million (net of tax of $7.8 million ) of unrecognized actuarial gains included in other comprehensive income, based on updated actuarial assumptions. We allocated income tax expense to accumulated other comprehensive loss to the extent income was recorded in accumulated other comprehensive loss and we have a loss in continuing operations (see Note 5).

⁽²⁾ For the fiscal year ended 2014 , there was $0.8 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $18.4 million of unrecognized actuarial loss based on updated actuarial assumptions. There was no intraperiod income tax allocation and the deferred tax benefit was fully offset by a valuation allowance.

⁽³⁾ For the fiscal year ended 2015 , there was $0.3 million of actuarial loss recognized in the statements of operations as a component of net periodic pension cost. There was $0.7 million of unrecognized actuarial gain based on updated actuarial assumptions (see Note 9). There was no intraperiod income tax allocation and the deferred tax benefit was fully offset by a valuation allowance.

18. Unaudited Selected Quarterly Financial Data

Fiscal 2015 and fiscal 2014 both comprised 52 weeks. Our fiscal quarters are based on a 5-4-4 week period, with the exception of the fourth fiscal quarter in fiscal years comprising 53 weeks, which are based on a 5-4-5 week period.



	First Quarter						Second Quarter				Third Quarter					Fourth Quarter
	Three Months Ended April 4, 2015			Three Months Ended April 5, 2014			Three Months Ended July 4, 2015		Three Months Ended July 5, 2014		Three Months Ended October 3, 2015		Three Months Ended October 4, 2014			Three Months Ended January 2, 2016			Three Months Ended January 3, 2015
	(In thousands, except per share amounts)
Net sales	$	454,949		$	443,944		$	515,656	$	531,494	$	517,831	$	549,845		$	428,150		$	454,110
Gross profit	$	50,196		$	52,676		$	59,983	$	62,033	$	60,824	$	64,580		$	51,469		$	49,815
Net income (loss)	$	(8,945	)	$	(8,608	)	$	2,870	$	3,236	$	561	$	(860	)	$	(6,063	)	$	(7,640	)
Basic weighted average number of common shares outstanding	87,165			85,187			87,399		85,874		87,960		86,399			87,745			86,545
Diluted weighted average number of common shares outstanding	87,165			85,187			87,862		86,472		88,073		86,399			87,745			86,545
Basic and diluted net income (loss) per share applicable to common shares	$	(0.10	)	$	(0.10	)	$	0.03	$	0.04	$	0.01	$	(0.01	)	$	(0.07	)	$	(0.09	)

19. Supplemental Condensed Consolidating Financial Statements

The condensed consolidating financial information as of January 2, 2016 , and January 3, 2015 , and for fiscal 2015 , fiscal 2014 , and fiscal 2013 is provided due to requirements in our U.S. revolving credit facility that limit distributions by BlueLinx Corporation, our operating company and our wholly-owned subsidiary, to us; which, in turn, may limit our ability to pay dividends to holders of our common stock. Also included in the supplemental condensed consolidated/combining financial statements are fifty-one single member limited liability companies, which are wholly owned by us (the “LLC subsidiaries”). The LLC subsidiaries own certain warehouse properties that are occupied by BlueLinx Corporation, each under the terms of a master lease agreement. The warehouse properties collateralize a mortgage loan. In addition, the Company’s equity interests in the real estate subsidiaries which hold the real estate secured by the mortgage loan are subject to a first priority interest and second priority interest in favor of the mortgage lender and U.S. revolving credit facility lender, respectively. Certain changes have been made to the prior year presentation to conform to the current year presentation.

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 2, 2016 , follows:



	BlueLinx Holdings			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net sales	$	—		$	1,916,585		$	26,084		$	(26,084	)	$	1,916,585
Cost of sales	—			1,694,113			—			—			1,694,113
Gross profit	—			222,472			26,084			(26,084		)	222,472
Operating expenses:
Selling, general, and administrative	3,483			219,389			211			(27,142		)	195,941
Depreciation and amortization	—			6,713			3,028			—			9,741
Total operating expenses	3,483			226,102			3,239			(27,142		)	205,682
Operating income (loss)	(3,483		)	(3,630		)	22,845			1,058			16,790
Non-operating expenses:
Interest expense	—			14,944			12,398			—			27,342
Other expense (income), net	—			878			(7		)	—			871
Income (loss) before provision for (benefit from) income taxes	(3,483		)	(19,452		)	10,454			1,058			(11,423		)
Provision for (benefit from) income taxes	(91		)	(29		)	273			—			153
Equity income (loss) of subsidiaries	(9,242		)	—			—			9,242			—
Net income (loss)	$	(12,634	)	$	(19,423	)	$	10,181		$	10,300		$	(11,576	)

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 3, 2015 , follows:



	BlueLinx Holdings			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net sales	$	—		$	1,979,393		$	26,329		$	(26,329	)	$	1,979,393
Cost of sales	—			1,750,289			—			—			1,750,289
Gross profit	—			229,104			26,329			(26,329		)	229,104
Operating expenses:
Selling, general, and administrative	5,498			237,437			(5,260		)	(26,329		)	211,346
Gains from sales of property	—			(5,251		)	—			—			(5,251		)
Depreciation and amortization	—			6,405			3,068			—			9,473
Total operating expenses	5,498			238,591			(2,192		)	(26,329		)	215,568
Operating income (loss)	(5,498		)	(9,487		)	28,521			—			13,536
Non-operating expenses:
Interest expense	—			13,688			13,083			—			26,771
Other expense (income), net	—			337			(12		)	—			325
Income (loss) before provision for (benefit from) income taxes	(5,498		)	(23,512		)	15,450			—			(13,560		)
Provision for (benefit from) income taxes	(160		)	22			450			—			312
Equity income (loss) of subsidiaries	(8,534		)	—			—			8,534			—
Net income (loss)	$	(13,872	)	$	(23,534	)	$	15,000		$	8,534		$	(13,872	)

The condensed consolidating statement of operations for BlueLinx Holdings Inc. for the fiscal year ended January 4, 2014 , follows:



	BlueLinx Holdings			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Net sales	$	—		$	2,151,972		$	27,363		$	(27,363	)	$	2,151,972
Cost of sales	—			1,923,489			—			—			1,923,489
Gross profit	—			228,483			27,363			(27,363		)	228,483
Operating expenses:
Selling, general, and administrative	5,913			272,452			(5,115		)	(27,363		)	245,887
Gains from sales of property	—			(5,220		)	—			—			(5,220		)
Depreciation and amortization	—			5,700			3,417			—			9,117
Total operating expenses	5,913			272,932			(1,698		)	(27,363		)	249,784
Operating income (loss)	(5,913		)	(44,449		)	29,061			—			(21,301		)
Non-operating expenses:
Interest expense	—			13,686			14,338			—			28,024
Other expense (income), net	—			318			(12		)	—			306
Income (loss) before provision for (benefit from) income taxes	(5,913		)	(58,453		)	14,735			—			(49,631		)
Provision for (benefit from) income taxes	(157		)	(9,248		)	392			—			(9,013		)
Equity income (loss) of subsidiaries	(34,862		)	—			—			34,862			—
Net income (loss)	$	(40,618	)	$	(49,205	)	$	14,343		$	34,862		$	(40,618	)

The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of January 2, 2016 , follows:



	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Assets:
Current assets:
Cash	$	27		$	4,781		$	—		$	—		$	4,808
Receivables	—			138,545			—			—			138,545
Inventories	—			226,660			—			—			226,660
Other current assets	235			20,691			11,085			—			32,011
Intercompany receivable	76,307			33,908			—			(110,215		)	—
Total current assets	76,569			424,585			11,085			(110,215		)	402,024
Property and equipment:
Land and improvements	—			4,085			36,023			—			40,108
Buildings	—			11,351			77,655			—			89,006
Machinery and equipment	—			79,173			—			—			79,173
Construction in progress	—			255			—			—			255
Property and equipment, at cost	—			94,864			113,678			—			208,542
Accumulated depreciation	—			(70,384		)	(36,582		)	—			(106,966		)
Property and equipment, net	—			24,480			77,096			—			101,576
Investment in subsidiaries	(87,787		)	—			—			87,787			—
Other non-current assets	—			8,034			1,508			—			9,542
Total assets	$	(11,218	)	$	457,099		$	89,689		$	(22,428	)	$	513,142
Liabilities:
Current liabilities:
Accounts payable	$	577		$	87,510		$	—		$	—		$	88,087
Bank overdrafts	—			17,287			—			—			17,287
Accrued compensation	—			4,165			—			—			4,165
Current maturities of long-term debt	—			5,974			637			—			6,611
Other current liabilities	192			13,672			159			—			14,023
Intercompany payable	33,909			76,306			—			(110,215		)	—
Total current liabilities	34,678			204,914			796			(110,215		)	130,173
Non-current liabilities:
Long-term debt	—			210,920			166,853			—			377,773
Pension benefit obligation	—			36,791			—			—			36,791
Other non-current liabilities	—			14,480			(179		)	—			14,301
Total liabilities	34,678			467,105			167,470			(110,215		)	559,038
Stockholders’ equity (deficit)/Parent’s investment	(45,896		)	(10,006		)	(77,781		)	87,787			(45,896		)
Total liabilities and stockholders’ equity (deficit)	$	(11,218	)	$	457,099		$	89,689		$	(22,428	)	$	513,142

The condensed consolidating balance sheet for BlueLinx Holdings Inc. as of January 3, 2015 , follows:



	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Assets:
Current assets:
Cash	$	27		$	4,495		$	—		$	—		$	4,522
Receivables	—			144,537			—			—			144,537
Inventories	—			242,546			—			—			242,546
Deferred income tax asset, net	—			—			50			(50		)	—
Other current assets	228			22,353			708			—			23,289
Intercompany receivable	74,071			30,634			—			(104,705		)	—
Total current assets	74,326			444,565			758			(104,755		)	414,894
Property and equipment:
Land and improvements	—			4,061			37,034			—			41,095
Buildings	—			11,367			78,794			—			90,161
Machinery and equipment	—			77,279			—			—			77,279
Construction in progress	—			1,188			—			—			1,188
Property and equipment, at cost	—			93,895			115,828			—			209,723
Accumulated depreciation	—			(70,077		)	(34,379		)	—			(104,456		)
Property and equipment, net	—			23,818			81,449			—			105,267
Investment in subsidiaries	(78,264		)	—			—			78,264			—
Other non-current assets	—			8,280			7,574			(50		)	15,804
Total assets	$	(3,938	)	$	476,663		$	89,781		$	(26,541	)	$	535,965
Liabilities:
Current liabilities:
Accounts payable	$	606		$	66,685		$	—		$	—		$	67,291
Bank overdrafts	—			27,280			—			—			27,280
Accrued compensation	23			5,620			—			—			5,643
Current maturities of long-term debt	—			—			2,679			—			2,679
Other current liabilities	413			12,910			1,076			(50		)	14,349
Intercompany payable	30,633			74,072			—			(104,705		)	—
Total current liabilities	31,675			186,567			3,755			(104,755		)	117,242
Non-current liabilities:
Long-term debt	—			227,343			172,914			—			400,257
Pension benefit obligation	—			41,763			—			—			41,763
Non-current deferred income taxes	—			—			50			(50		)	—
Other non-current liabilities	413			12,316			—			—			12,729
Total liabilities	32,088			467,989			176,719			(104,805		)	571,991
Stockholders’ equity (deficit)/Parent’s investment	(36,026		)	8,674			(86,938		)	78,264			(36,026		)
Total liabilities and stockholders’ equity (deficit)	$	(3,938	)	$	476,663		$	89,781		$	(26,541	)	$	535,965

The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 2, 2016 , follows (in thousands):



	BlueLinx Holdings Inc.			BlueLinx Corporation			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(12,634	)	$	(19,423	)	$	10,181		$	10,300		$	(11,576	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization	—			6,713			3,028			—			9,741
Amortization of debt issue costs	—			1,570			1,420			—			2,990
Severance charges	—			1,432			—			—			1,432
Pension expense	—			730			—			—			730
Share-based compensation	335			1,492			—			—			1,827
Other	—			(1,968		)	—			—			(1,968		)
Equity in earnings of subsidiaries	9,242			—			—			(9,242		)	—
Intercompany receivable	(2,236		)	(3,274		)	—			5,510			—
Intercompany payable	3,276			2,234			—			(5,510		)	—
Changes in primary working capital components:
Receivables	—			5,992			—			—			5,992
Inventories	—			15,886			—			—			15,886
Accounts payable	(29		)	20,825			—			—			20,796
Prepaid assets	(7		)	2,926			—			—			2,919
Quarterly pension contributions	—			(4,634		)	—			—			(4,634		)
Payments on restructuring liability	—			(726		)	—			—			(726		)
Other assets and liabilities	(29		)	(2,423		)	(1,030		)	—			(3,482		)
Net cash (used in) provided by operating activities	(2,082		)	27,352			13,599			1,058			39,927
Cash flows from investing activities:
Investment in subsidiaries	2,082			—			(1,024		)	(1,058		)	—
Property, plant and equipment investments	—			(1,561		)	—			—			(1,561		)
Proceeds from disposition of assets	—			760			—			—			760
Net cash provided by (used in) investing activities	2,082			(801		)	(1,024		)	(1,058		)	(801		)
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	—			(459		)	—			—			(459		)
Repayments on revolving credit facilities	—			(421,045		)	—			—			(421,045		)
Borrowings from revolving credit facilities	—			409,009			—			—			409,009
Payments of principal on mortgage	—			—			(9,523		)	—			(9,523		)
Payments on capital lease obligations	—			(3,743		)	—			—			(3,743		)
(Decrease) increase in bank overdrafts	—			(9,993		)	—			—			(9,993		)
Increase in restricted cash related to the mortgage	—			—			(3,052		)	—			(3,052		)
Other	—			(34		)	—			—			(34		)
Net cash provided by (used in) financing activities	—			(26,265		)	(12,575		)	—			(38,840		)
Increase (decrease) in cash	—			286			—			—			286
Balance, beginning of period	27			4,495			—			—			4,522
Balance, end of period	$	27		$	4,781		$	—		$	—		$	4,808
Supplemental cash flow information:
Net income taxes paid during the period	$	—		$	445		$	248		$	—		$	693
Interest paid during the period	$	—		$	12,795		$	10,980		$	—		$	23,775
Noncash transactions:
Capital leases	$	—		$	5,075		$	—		$	—		$	5,075

The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 3, 2015 , follows (in thousands):



	BlueLinx Holdings Inc.			BlueLinx Corporation			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(13,872	)	$	(23,534	)	$	15,000		$	8,534		$	(13,872	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization	—			6,405			3,068			—			9,473
Amortization of debt issue costs	—			1,735			1,421			—			3,156
Gain from sale of assets	—			—			(5,251		)	—			(5,251		)
Severance charges	—			2,067			—			—			2,067
Pension expense	—			901			—			—			901
Share-based compensation	1,590			2,250			—			—			3,840
Other	—			(148		)	—			—			(148		)
Equity in earnings of subsidiaries	8,534			—			—			(8,534		)	—
Intercompany receivable	(5,617		)	(4,262		)	—			9,879			—
Intercompany payable	4,259			5,620			—			(9,879		)	—
Changes in primary working capital components:
Accounts receivable	—			5,760			—			—			5,760
Inventories	—			(18,966		)	—			—			(18,966		)
Accounts payable	(376		)	7,402			—			—			7,026
Prepaid assets	89			(1,031		)	—			—			(942		)
Quarterly pension contributions	—			(4,676		)	—			—			(4,676		)
Payments on restructuring liability	—			(2,805		)	—			—			(2,805		)
Other assets and liabilities	1,322			1,721			(907		)	—			2,136
Net cash (used in) provided by operating activities	(4,071		)	(21,561		)	13,331			—			(12,301		)
Cash flows from investing activities:
Investment in subsidiaries	4,359			806			(5,165		)	—			—
Property, plant and equipment investments	—			(3,016		)	—			—			(3,016		)
Proceeds from disposition of assets	—			248			7,120			—			7,368
Net cash provided by (used in) investing activities	4,359			(1,962		)	1,955			—			4,352
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	(210		)	(747		)	—			—			(957		)
Repayments on revolving credit facilities	—			(476,473		)	—			—			(476,473		)
Borrowings on revolving credit facilities	—			494,794			—			—			494,794
Payments of principal on mortgage	—			—			(9,220		)	—			(9,220		)
Payments on capital lease obligations	—			(2,228		)	—			—			(2,228		)
(Decrease) increase in bank overdrafts	—			7,902			—			—			7,902
Increase in restricted cash related to the mortgage	—			—			(6,066		)	—			(6,066		)
Other	(98		)	(217		)	—			—			(315		)
Net cash provided by (used in) financing activities	(308		)	23,031			(15,286		)	—			7,437
Increase (decrease) in cash	(20		)	(492		)	—			—			(512		)
Balance, beginning of period	47			4,987			—			—			5,034
Balance, end of period	$	27		$	4,495		$	—		$	—		$	4,522
Supplemental cash flow information:
Net income taxes paid (refunds) during the period	$	—		$	(40	)	$	250		$	—		$	210
Interest paid during the period	$	—		$	11,490		$	11,657		$	—		$	23,147
Noncash transactions:
Capital leases	$	—		$	1,108		$	—		$	—		$	1,108

The condensed consolidating statement of cash flows for BlueLinx Holdings Inc. for the fiscal year ended January 4, 2014 , follows (in thousands):



	BlueLinx Holdings Inc.			BlueLinx Corporation			LLC Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(40,618	)	$	(49,205	)	$	14,343		$	34,862		$	(40,618	)
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:
Depreciation and amortization	—			5,700			3,417			—			9,117
Amortization of debt issue costs	—			1,841			1,343			—			3,184
Gain (loss) from sale of properties	—			554			(5,774		)	—			(5,220		)
Severance charges	—			5,607			—			—			5,607
Intraperiod income tax allocation related to pension plan	—			(8,894		)	—			—			(8,894		)
Pension expense	—			4,591			—			—			4,591
Share-based compensation	904			5,213			—			—			6,117
Other	—			1,145			(397		)	—			748
Equity (deficit) in earnings of subsidiaries	34,862			—			—			(34,862		)	—
Intercompany receivable	5,527			2,440			—			(7,967		)	—
Intercompany payable	(2,440		)	(5,527		)	—			7,967			—
Changes in primary working capital components:
Accounts receivable	—			7,168			—			—			7,168
Inventories	—			6,479			—			—			6,479
Accounts payable	779			(17,973		)	(391		)	—			(17,585		)
Prepaid assets	(14		)	(3,048		)	—			—			(3,062		)
Quarterly pension contributions	—			(472		)	—			—			(472		)
Payments on restructuring liability	—			(3,057		)	—			—			(3,057		)
Other assets and liabilities	698			(5,307		)	625			—			(3,984		)
Net cash (used in) provided by operating activities	(302		)	(52,745		)	13,166			—			(39,881		)
Cash flows from investing activities:
Investment in subsidiaries	(35,202		)	38,663			(3,461		)	—			—
Property, plant and equipment investments	—			(4,912		)	—			—			(4,912		)
Proceeds from disposition of assets	—			1,072			9,293			—			10,365
Net cash provided by (used in) investing activities	(35,202		)	34,823			5,832			—			5,453
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	(3,192		)	—			—			—			(3,192		)
Repayments on revolving credit facilities	—			(560,186		)	—			—			(560,186		)
Borrowings on revolving credit facilities	—			599,968			—			—			599,968
Payments of principal on mortgage	—			—			(19,038		)	—			(19,038		)
Payments on capital lease obligations	—			(3,142		)	—			—			(3,142		)
(Decrease) increase in bank overdrafts	—			(16,007		)	—			—			(16,007		)
Proceeds from rights offering, less expenses paid	38,715			—			—			—			38,715
Debt issuance costs	—			(2,900		)	—			—			(2,900		)
Other	—			16			40			—			56
Net cash provided by (used in) financing activities	35,523			17,749			(18,998		)	—			34,274
Increase (decrease) in cash	19			(173		)	—			—			(154		)
Balance, beginning of period	28			5,160			—			—			5,188
Balance, end of period	$	47		$	4,987		$	—		$	—		$	5,034
Supplemental cash flow information:
Net income taxes paid during the period	$	—		$	61		$	271		$	—		$	332
Interest paid during the period	$	—		$	11,226		$	13,480		$	—		$	24,706
Noncash transactions:
Capital leases	$	—		$	5,069		$	—		$	—		$	5,069

The condensed consolidating statement of stockholders’ equity (deficit) for BlueLinx Holdings Inc. for fiscal 2013 , fiscal 2014 , and fiscal 2015 follows:



	BlueLinx Holdings Inc.			BlueLinx Corporation and Subsidiaries			LLC Subsidiaries			Eliminations			Consolidated
	(In thousands)
Balance, December 29, 2012	$	(20,592	)	$	40,603		$	(107,656	)	$	67,053		$	(20,592	)
Net (loss) income	(40,618		)	(49,205		)	14,343			34,862			(40,618		)
Foreign currency translation adjustment, net of tax	(161		)	(161		)	—			161			(161		)
Unrealized income (loss) from pension plan, net of tax	13,910			13,910			—			(13,910		)	13,910
Issuance of restricted stock, net of forfeitures	6			6			—			(6		)	6
Issuance of performance shares	6			6			—			(6		)	6
Issuance of stock related to the rights offering, net of expenses	38,613			—			—			—			38,613
Compensation related to share-based grants	6,117			—			—			—			6,117
Impact of net settled shares for vested grants	(3,193		)	—			—			—			(3,193		)
Excess tax benefits from share-based compensation arrangements	16			—			—			—			16
Other	(2		)	—			—			—			(2		)
Net transactions with the Parent	—			43,880			(3,461		)	(40,419		)	—
Balance, January 4, 2014	(5,898		)	49,039			(96,774		)	47,735			(5,898		)
Net (loss) income	(13,872		)	(23,534		)	15,000			8,534			(13,872		)
Foreign currency translation adjustment, net of tax	(481		)	(481		)	—			481			(481		)
Unrealized income (loss) from pension plan, net of tax	(17,651		)	(17,651		)	—			17,651			(17,651		)
Issuance of restricted stock, net of forfeitures	18			—			—			—			18
Issuance of performance shares	10			—			—			—			10
Compensation related to share-based grants	2,896			—			—			—			2,896
Impact of net settled shares for vested grants	(963		)	—			—			—			(963		)
Excess tax benefits from share-based compensation arrangements	(16		)	—			—			—			(16		)
Other	(69		)	—			—			—			(69		)
Net transactions with the Parent	—			1,301			(5,164		)	3,863			—
Balance, January 3, 2015	(36,026		)	8,674			(86,938		)	78,264			(36,026		)
Net (loss) income	(12,634		)	(19,423		)	10,181			10,300			(11,576		)
Foreign currency translation adjustment, net of tax	(759		)	(759		)	—			759			(759		)
Unrealized income (loss) from pension plan, net of tax	410			410			—			(410		)	410
Issuance of restricted stock, net of forfeitures	5			—			—			—			5
Issuance of performance shares	5			—			—			—			5
Compensation related to share-based grants	2,051			—			—			—			2,051
Impact of net settled shares for vested grants	(459		)	—			—			—			(459		)
Other	1,511			—			—			(1,058		)	453
Net transactions with the Parent	—			1,092			(1,024		)	(68		)	—
Balance, January 2, 2016	$	(45,896	)	$	(10,006	)	$	(77,781	)	$	87,787		$	(45,896	)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize and report, within time periods specified by the SEC’s rules and forms, information required to be disclosed. Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of January 2, 2016 , to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the three months ended January 2, 2016 , we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 2, 2016 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework. Based on that evaluation, management believes that our internal control over financial reporting was effective as of January 2, 2016 .

The effectiveness of our internal control over financial reporting as of January 2, 2016 has been audited by BDO USA, LLP, an independent registered public accounting firm, which also audited our Consolidated Financial Statements for the year ended January 2, 2016 . BDO, USA, LLP’s report on our internal control over financial reporting is set forth below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholders of BlueLinx Holdings Inc.

We have audited BlueLinx Holdings Inc. and subsidiaries’ (the “Company”) internal control over financial reporting of as of January 2, 2016 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, BlueLinx Holdings Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of January 2, 2016 , based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of January 2, 2016 , and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal year ended January 2, 2016 , and our report dated March 28, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Atlanta, Georgia

March 28, 2016

ITEM 9B. OTHER INFORMATION

On March 22, 2016, the Compensation Committee of the Board of Directors of the Company approved discretionary cash bonuses for Mitchell B. Lewis, our President, Chief Executive Officer, and Director; Susan O’Farrell, our Senior Vice President, Chief Financial Officer, and Treasurer; and Shyam K. Reddy, our Senior Vice President, General Counsel, and Corporate Secretary; of $500,000, $100,000, and $87,500, respectively. The Compensation Committee determined to pay these bonuses in recognition of their contributions to the Company’s performance, strategic initiatives, and transactions to amend and extend the Company’s revolving credit facilities and mortgage loan.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Certain information required by this Item will be set forth in our definitive proxy statement for the 2016 Annual Meeting of Stockholders of BlueLinx Holdings Inc. to be held on May 19, 2016, and is incorporated herein by reference. Information regarding executive officers is included under Item 1 of this report and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding compensation of officers and directors of BlueLinx Holdings Inc. is set forth under the captions entitled “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Compensation of Executive Officers” in the Proxy Statement, and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners, Management, and Related Stockholders Matters Information regarding ownership of BlueLinx Holdings Inc. common stock is set forth under the captions entitled “Security Ownership of Management and Certain Beneficial Owners” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, and is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information about the shares of our common stock that may be issued upon the exercise of options and other awards under our existing equity compensation plans as of January 2, 2016 . Our stockholder-approved equity compensation plans are the 2004 Plan and the 2006 Plan. We do not have any non-stockholder approved equity compensation plans.



	(a)	(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (2)
Equity compensation plans approved by security holders	3,423,873	$	4.77	1,981,677
Equity compensation plans not approved by security holders	—	n/a		—
Total	3,423,873	$	5.05	1,981,677


⁽¹⁾	Includes a maximum of 1,263,067 shares of common stock that may be issued upon the achievement of certain performance conditions under outstanding performance share awards and 1,401,806 of time-based restricted stock units that may be issued upon meeting the contractual term as of January 2, 2016 .

⁽²⁾

Reflects shares remaining available for issuance under the 2006 Plan, as no shares remain available for issuance under the 2004 Plan. If any shares of our common stock are covered by an award under our plans that is canceled, forfeited, or otherwise terminates without delivery of shares (including shares surrendered or withheld for payment of the exercise price of an award or taxes related to an award), then such shares will again be available for issuance under the 2006 Plan. Because 1,703,396 shares of restricted stock remain unvested and subject to forfeiture, these shares could again be available for issuance.

Other information required by this item is set forth under the heading “Security Ownership of Management and Certain Beneficial Owners” in the Proxy Statement, and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships, Related Transactions, and Director Independence Information regarding certain relationships, related transactions with BlueLinx Holdings Inc., and director independence is set forth under the captions entitled “Certain Relationships and Related Transactions,” in the Proxy Statement, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services is set forth under the caption “Certain Relationships and Related Transactions” in the Proxy Statement, and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements, Schedules, and Exhibits

1. Financial Statements. The Financial Statements of BlueLinx Holdings Inc. and the Reports of Independent Registered Public Accounting Firm are presented under Item 8 of this Form 10-K.

2. Financial Statement Schedules. Not applicable.

3. Exhibits.

Exhibit Number Item

3.1		Second Amended and Restated Certificate of Incorporation of BlueLinx (A)
3.2		Amended and Restated By-Laws of BlueLinx (B)
4.1		Registration Rights Agreement, dated as of May 7, 2004, by and among BlueLinx and the initial holders specified on the signature pages thereto (C)
10.1		Asset Purchase Agreement, dated as of March 12, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (C)
10.2		First Amendment to Asset Purchase Agreement, dated as of May 6, 2004, by and among Georgia-Pacific Corporation, Georgia-Pacific Building Materials Sales, Ltd. and BlueLinx Corporation (C)
10.3		Form of Director and Officer Indemnification Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 13, 2011) ±
10.4		BlueLinx Holdings Inc. Amended and Restated Short-Term Incentive Plan (incorporated by reference to Attachment B to the Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18, 2011) ±
10.5		BlueLinx Holdings Inc. 2004 Long Term Equity Incentive Plan (C) ±
10.6		BlueLinx Holdings Inc. 2004 Long-Term Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 11, 2008) ±
10.7		Amended and Restated Bluelinx Holdings Inc. 2006 Long-Term Equity Incentive Plan (as amended through May 17, 2012 and restated solely for purposes of filing pursuant to Item 601 of Regulation S-K) (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2012) ±
10.8		BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 9, 2006) ±
10.9		BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Form of Performance Share Award Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 4, 2013) ±

Exhibit Number Item

10.10		Amendment No. 1 to BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan Performance Share Award Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 3, 2014) ±
10.11		BlueLinx Holdings Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 17, 2014) ±
10.12		BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Executives and Employees (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 17, 2014) ±
10.13		BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 17, 2014) ±
10.14		BlueLinx Holdings Inc Executive Severance Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
10.15		Form of Executive Restrictive Covenant Agreement (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
10.16		BlueLinx Holdings, Inc. 2006 Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Executives and Employees (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
10.17		Canadian Credit Agreement, dated August 12, 2011, by and among Bluelinx Canada, CIBC Asset-Based Lending Inc. and the lenders from time to time parties thereto (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 16, 2011)
10.18		First Amending Agreement among BlueLinx Corporation and Canadian Imperial Bank of Commerce as successor to CIBC Asset-Based Lending Inc., dated August 16, 2013 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 19, 2013)
10.19		Second Amending Agreement among BlueLinx Corporation and Canadian Imperial Bank of Commerce as successor to CIBC Asset-Based Lending Inc., dated November 24, 2015 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 1, 2015)
10.20†		Loan and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009)
10.21		Twelfth Amendment to Loan and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on September 20, 2012)

Exhibit Number Item

10.22		Guaranty of Recourse Obligations, dated as of June 9, 2006, by BlueLinx Holdings Inc. for the benefit of German American Capital Corporation (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 15, 2006)
10.23		Environmental Indemnity Agreement, dated as of June 9, 2006, by BlueLinx Holdings Inc. in favor of German American Capital Corporation (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 15, 2006)
10.24		Seventeenth Amendment to Loan and Security Agreement, dated as of June 9, 2006, between the entities set forth therein collectively as borrower and German American Capital Corporation as Lender*
10.25		Lender Joinder Agreement in favor of U.S. Bank, N.A., as Trustee, and Wells Fargo Bank, as Trustee; by BlueLinx Holdings Inc, dated March 24, 2016*
10.26		Pledge Agreement in favor of U.S. Bank, N.A., as Trustee, and Wells Fargo Bank, N.A., as Trustee; by BlueLinx Holdings Inc, dated March 24, 2016*
10.27†		Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wachovia and the other signatories listed therein (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009)
10.28		Second Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein, dated July 7, 2010 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 7, 2010)
10.29		Third Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein, dated May 10, 2011(incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 12, 2011)
10.30		Fourth Amendment to Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and between BlueLinx Corporation, Wells Fargo, as successor in interest to Wachovia, and the other signatories listed therein, dated August 11, 2011 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on August 16, 2011)
10.31		Fifth Amendment to Loan and Security Agreement, dated July 14, 2011, by and between BlueLinx Corporation and certain of its subsidiaries and 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-C 27, as successor in interest to German American Capital Corporation (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 14, 2011)
10.32		Sixth Amendment to Amended and Restated Loan and Security Agreement by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 28, 2013)

Exhibit Number Item

10.33		Seventh Amendment to Amended and Restated Loan and Security Agreement, dated March 14, 2014, by and among Wells Fargo Bank, National Associations, the Lenders named therein, BlueLinx Corporation, BlueLinx Florida LP, BlueLinx Florida Holding No. 1 Inc. and BlueLinx Florida Holding No. 2 Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 17, 2014
10.34		The Ninth Amendment, dated August 14, 2014, to the Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 14, 2014)
10.35		The Tenth Amendment, dated February 18, 2015, to the Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 19, 2015)
10.36		The Eleventh Amendment, dated March 10, 2016, to the Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein*
10.37		The Twelfth Amendment, dated March 17, 2016, to the Amended Loan and Security Agreement, dated August 4, 2006, as amended by and between BlueLinx Corporation, Wells Fargo, and the other signatories listed therein*
10.38		Pledge Agreement made by BlueLinx Holdings Inc. in favor of Wells Fargo Bank, N.A, in its capacity as Agent, dated March 24, 2016*
10.39		Limited Recourse Guarantee made by BlueLinx Holdings Inc. in favor of Wells Fargo Bank, N.A., in its capacity as Agent, dated March 24, 2016*
10.40		Fifth Amendment to Restated Loan and Security Agreement and Lender Joinder, dated March 29, 2013 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 29, 2013)
10.41		Lender Joinder Agreement by and between PNC Bank, National Association and BlueLinx Corporation, dated June 28, 2013 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 28, 2013)
10.42		Employment Agreement between BlueLinx Corporation and Mitchell Lewis, dated January 15, 2014 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 17, 2014) ±
10.43		Employment Agreement between BlueLinx Corporation and Susan C. O’Farrell, dated May 5, 2014 (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on May 8, 2014) ±

Exhibit Number Item

10.44		Separation Agreement between Sara E. Epstein and BlueLinx Corporation, dated May 21, 2015 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±
10.45		Separation Agreement between Robert P. McKagen and BlueLinx Corporation, dated June 16, 2015 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 18, 2015) ±
16.1		Appointment of BDO USA, LLP as independent auditors, dated March 30, 2015 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed on April 3, 2015)
21.1		List of subsidiaries of the Company *
23.1		Consent of BDO USA, LLP*
23.2		Consent of Ernst & Young LLP*
31.1		Certification of Mitchell B. Lewis, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Susan C. O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Mitchell B. Lewis, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2		Certification of Susan C. O’Farrell, Chief Financial Officer and Treasurer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
99.1		Press release, dated March 28, 2016, reporting financial results for the fiscal fourth quarter and fiscal year ended January 2, 2016**
101		The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations and Comprehensive Loss, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Deficit, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.*




†	Portions of this document were omitted and filed separately with the SEC pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Exchange Act.

*	Filed herewith.

**	Exhibit is being furnished and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subjected to liability under that Section. this exhibit shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

±	Management contract or compensatory plan or arrangement.

(A)	Previously filed as Appendix B to the proxy statement for the 2012 Annual Meeting of Stockholders filed on Schedule 14A with the Securities and Exchange Commission on April 16, 2012.

(B)	Previously filed as an exhibit to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on November 26, 2004.

(C)	Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Reg. No. 333-118750) filed with the Securities and Exchange Commission on October 1, 2004.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlueLinx Holdings Inc.

(Registrant)

By: /s/ Mitchell B. Lewis

Mitchell B. Lewis

President and Chief Executive Officer

Date: March 28, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Capacity	Date
Name

/s/ Mitchell B. Lewis	President, Chief Executive Officer, and Director	March 28, 2016
Mitchell B. Lewis

/s/ Susan C. O’Farrell	Senior Vice President, Chief Financial Officer, Treasurer (Principal Accounting Officer)	March 28, 2016
Susan C. O’Farrell

/s/ Roy W. Haley	Chairman	March 28, 2016
Roy W. Haley

/s/ Kim S. Fennebresque	Director	March 28, 2016
Kim S. Fennebresque

/s/ Richard S. Grant	Director	March 28, 2016
Richard S. Grant

/s/ Steven F. Mayer	Director	March 28, 2016
Steven F. Mayer

/s/ Gregory S. Nixon	Director	March 28, 2016
Gregory S. Nixon

/s/ Alan H. Schumacher	Director	March 28, 2016
Alan H. Schumacher

/s/ M. Richard Warner	Director	March 28, 2016
M. Richard Warner

Exhibit 10.24

SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

(WBCMT 2006-C27 and BACM 2006-4; Loan Nos. 502854528 and 502854529)

THIS SEVENTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “ Agreement ”) is executed as of the 24th day of March, 2016 (“ Execution Date ”), to be effective as of the 1st day of March, 2016 (“ Effective Date ”), and is entered into by and between 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 (“ A-2 Note Holder ”), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, MAC D 1086-120, 550 S. Tryon Street, 14th Floor, Charlotte, North Carolina 28202, Re: WBCMT 2006-C27; Loan No. 502854528, 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 (“ A-1 Note Holder ”), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, MAC D 1086-120, 550 S. Tryon Street, 14th Floor, Charlotte, North Carolina 28202, Re: BACM 2006-4; Loan No. 502854529 (A-1 Note Holder and A-2 Note Holder, collectively “ Lender ”); and the entities set forth on the attached Exhibit A , each a Delaware limited liability company (collectively “ Borrower ” and each an “ Individual Borrower ”), having an address at c/o BlueLinx Corporation 4300 Wildwood Parkway, Atlanta, Georgia 30339, and ABP MD (BALTIMORE) LLC , a Delaware limited liability company (“ Maryland Loan Guarantor ”), having an address at c/o BlueLinx Corporation 4300 Wildwood Parkway, Atlanta, Georgia 30339.

PRELIMINARY STATEMENT

A. On or about June 9, 2006 (the “ Loan Origination Date ”), the entities set forth on Exhibit B attached hereto, each a Delaware limited liability company (“ Original Borrower ”), Maryland Loan Guarantor, and German American Capital Corporation, a Maryland corporation (“ Original Lender ”) entered into the Loan and Security Agreement dated June 9, 2006 (“ Loan Agreement ”) pursuant to which Original Lender loaned to Original Borrower the sum of $295,000,000 (“ Loan ”), with respect to the Property, which such Loan is evidenced or secured by, among others, the Loan Documents. For all purposes, this Agreement shall constitute a Loan Document after the Effective Date.

B. The Loan Documents, except for Amended and Restated Notes A-1 and A-2, were assigned, and Amended and Restated Note A-2 (“ Note A-2 ”) was endorsed, to Wachovia Bank, National Association, then 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, then to Bank of America, N.A. as successor Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, and then to Lender, and Amended and Restated Note A-1 (“ Note A-1 ”) was endorsed to Wachovia Bank, National Association and then 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. Lender is the holder of the Security Instrument and has authority to enter into this Agreement.

C. 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, that certain Fourth Amendment to Loan and Security Agreement dated February 18, 2011, that certain Fifth Amendment to Loan and Security Agreement dated July 12, 2011; 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; that certain Eleventh Amendment to Loan and Security Agreement dated September 19, 2012; that certain Twelfth Amendment to Loan and Security Agreement dated September 19, 2012; that certain Thirteenth Amendment to Loan and Security Agreement dated September 13, 2013; that certain Fourteenth Amendment to Loan and Security Agreement dated November 26, 2013; that certain Fifteenth Amendment to Loan and Security Agreement dated May 16, 2014; and that certain Sixteenth Amendment to Loan and Security Agreement dated on or about March 4, 2106.

D. Lender, Borrower and Maryland Loan Guarantor have agreed to modify the Loan Documents on the terms and conditions set forth in this Agreement.

In consideration of $10.00 paid by each of the Parties (as hereinafter defined) to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

The terms set forth below have the meaning ascribed to them for purposes of this Agreement. Other capitalized terms contained in this Agreement shall have the meanings assigned to them herein. Any capitalized terms utilized in this Agreement and not defined in this Agreement shall have the meanings set forth in the Loan Documents.

1.1 “ Borrower Signatory ” means Shyam K. Reddy, Senior Vice-President and General Counsel of Borrower and Maryland Loan Guarantor.

1.2 “ Collateral ” means any and all real and personal property described in any of the Loan Documents as security for Borrower’s and, as applicable, Maryland Loan Guarantor’s obligations under the Loan, including, without limitation, the Property.

1.3 “ Debtor Proceeding ” means any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any present or future local, state, federal or other insolvency law or laws providing relief for debtors.

1.4 “ Guarantor ” means BlueLinx Holdings Inc., a Delaware corporation.

1.5 “ Indebtedness ” means the total amount described in Section 2.2(b) plus all other amounts that may subsequently be due from Borrower to Lender under the Loan Documents, this Agreement, and at law or in equity, including advances made by any Servicer, together with any interest thereon. The term “ Indebtedness ” also includes any and all other interest, advances, debts, obligations and liabilities of Borrower and, as applicable, Maryland Loan Guarantor under the Loan Documents or this Agreement, whether voluntary or involuntary, however arising, including, without limitation, advances made by a Servicer together with any interest thereon, and administrative charges.

1.6 “ Joinder ” means the Joinder by and Agreement of Guarantor attached to this Agreement.

1.7 “ Lender Parties ” means, collectively, Lender, Trustee, Servicer, all subsidiaries, parents and affiliates of Lender, Trustee and Servicer, and each of the foregoing parties’ predecessors in interest, and each and all of their respective past, present and future partners, members, managers, certificate holders, officers, directors, shareholders, employees, agents, contractors, representatives, participants and heirs and each and all of the successors and assigns of each of the foregoing.

1.8 “ Modification Documents ” means collectively this Agreement and any and all documents executed in connection herewith.

1.9 “ Note ” means collectively Note A-1 and Note A-2.

1.10 " Party ” means any, and “ Parties ” means all, of the signatories to this Agreement.

1.11 “ Servicer ” shall include Wells Fargo Bank, N.A. (“ Master Servicer ”) and LNR Partners, LLC (“ Special Servicer ”), and any and all other parties appointed and/or serving as servicers of the Loan.

1.12 ”Trustee ” means, collectively, U.S. Bank, National Association, and Wells Fargo Bank, N.A.

ARTICLE 2

ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS

Borrower and Maryland Loan Guarantor (as applicable) acknowledge, warrant, represent and agree as follows as of the Execution Date and the Effective Date:

2.1 Authority of Borrower and Maryland Loan Guarantor . Each Borrower is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and each Borrower, as applicable to the state in which it owns Property, is qualified to transact business in such state. Maryland Loan Guarantor is a duly organized and validly existing limited liability company in good standing under the laws of the State of Delaware and Maryland Loan Guarantor is qualified to transact business in the State of Maryland. The signatory executing this Agreement on behalf of each Borrower and on behalf of Maryland Loan Guarantor (“ Borrower Signatory ”) is the vice president and secretary of each Borrower and Maryland Loan Guarantor. Borrower Signatory, acting alone without the joinder of any other members, managers or officers of Borrower or Maryland Loan Guarantor or any other party, has the power and authority to execute and deliver the Modification Documents on behalf of and to duly bind Borrower and Maryland Loan Guarantor under this Agreement and the Modification Documents. The execution and delivery of, and performance under, this Agreement and the Modification Documents by Borrower and Maryland Loan Guarantor has been duly and properly authorized pursuant to all requisite company action of each Borrower and Maryland Loan Guarantor and does not and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or Maryland Loan Guarantor or each Borrower’s or Maryland Loan Guarantor’s certificates of formation or articles of organization, limited liability company or operating agreement, or any other organizational document of Borrower or Maryland Loan Guarantor or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Borrower or Maryland Loan Guarantor is a party or by which the Property may be bound or affected.

2.2 Status of Loan .

(a) Loan Documents . The Loan Documents constitute valid and legally binding obligations of Borrower and, as applicable, Maryland Loan Guarantor and are enforceable against Borrower and, as applicable, Maryland Loan Guarantor and the Property in accordance with their terms. The Modification Documents do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which Borrower and, as applicable, Maryland Loan Guarantor acknowledge to be valid and existing liens and security interests in the Property. Borrower and, as applicable, Maryland Loan Guarantor agree that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by the Modification Documents or any collateral described in financing statements filed in connection with the Loan Documents and that said liens and security interests shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged.

(b) Loan Figures . After payment of the March 1, 2016 Loan payment and prior to the implementation of the modifications contained in this Agreement, (i) the outstanding principal balance of Note A-1 is $79,693,910.64 and the outstanding principal balance of Note A-2 is $79,693,910.64 (collectively, the “ Principal

Balance ”). Lender has incurred $38,937.79 in expenses in connection with this modification (the “ Lender’s Expenses ”), which Lender’s Expenses are to be paid by Borrower to Lender on the Execution Date.

(c) Transfer of Interests . No holder of a direct or indirect beneficial ownership interest in Borrower or Maryland Loan Guarantor has assigned, transferred, pledged or otherwise disposed of all or any part of its beneficial ownership interests in Borrower or Maryland Loan Guarantor since the Loan Origination Date except for the pledges contemplated in Section 4.9 hereof.

(d) Representations in Loan Agreement, Security Instrument and Other Loan Documents . The representations and warranties contained in the Loan Agreement, Security Instrument and the other Loan Documents are true and correct in all material respects as of the Execution Date and the Effective Date as if made on such dates, except to the extent such representations and warranties may be subject to change in the ordinary course of Borrower’s or, as applicable, Maryland Loan Guarantor’s business (to the extent permitted by the Loan Documents). To the best of Borrower’s and, as applicable, Maryland Loan Guarantor’s knowledge, no representation or warranty of Borrower and, as applicable, Maryland Loan Guarantor in this Agreement or of Guarantor in the Joinder 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, Maryland Loan Guarantor or Guarantor of any of the representations, warranties or covenants set forth herein or the Joinder, after expiration of all applicable notice and cure periods, shall constitute an Event of Default under the Loan Documents.

2.3 No Bankruptcy Intent . None of Borrower, Maryland Loan Guarantor or Guarantor (collectively, “ Borrower Parties ”) has been a party to any Debtor Proceeding within ten (10) years prior to the Effective Date. No Borrower Party has any intent to (a) file a voluntary petition with any bankruptcy court of competent jurisdiction or be the subject of any petition under the Bankruptcy Code; (b) be the subject of any order for relief issued under the Bankruptcy Code; (c) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors; (d) seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator, liquidator or assignee for the benefit of creditors; or (e) be the subject of any order, judgment, or decree entered by any court of competent jurisdiction approving a petition filed against such party in connection with any Debtor Proceeding.

2.4 Financial Statements . The financial statements of Borrower, Maryland Loan Guarantor and Guarantor previously delivered by Borrower to Lender in connection with this Agreement (the “ Financial Statements ”) are true, complete and accurate in every material respect and accurately represent, respectively, the financial condition and business operations of Borrower, Maryland Loan Guarantor and Guarantor and the income and expenses related to the Property, as of the date thereof. The Financial Statements have been prepared in accordance with the requirements of the Loan Documents applied on a consistent basis throughout the period involved. There has not been any material adverse change between the dates of last 10-Q Report filed by Guarantor with the Securities and Exchange Commission and the Effective Date. Borrower and Maryland Loan Guarantor acknowledges that the most recent Financial Statements have been provided to Lender to induce Lender to enter into this Agreement and are being relied upon by Lender for such purposes.

2.5 Status of the Property .

(a) Title to Property and Legal Proceedings . There are no: (a) pending or threatened suits, judgments, arbitration proceedings, administrative claims, executions or other legal or equitable actions or proceedings against Borrower, Maryland Loan Guarantor or the Property, (b) liens, mortgages (other than the Security Instrument), claims of lien or other encumbrances, except for the Permitted Encumbrances, against the Property which could reasonably have a material adverse effect on Borrower, Maryland Loan Guarantor or the Property, or (c) pending or threatened condemnation proceedings or annexation proceedings affecting the Property, nor any agreements to convey any portion of the Property, or any rights thereto to any person or entity not disclosed in this Agreement, including, without limitation, any government or governmental agency (other than with respect to the release contemplated by

the Sixteenth Amendment to Loan and Security Agreement). Borrower, and, as applicable, Maryland Loan Guarantor agree to reimburse, indemnify and hold Lender harmless from and against any and all liabilities, judgments, costs, claims, damages, penalties, expenses, losses or charges (including, but not limited to, all legal fees and court costs) which may now or in the future be undertaken, suffered, paid, awarded, assessed or otherwise incurred as a result of or arising out of any breach of any of the representations or warranties made in this Section (the “ Title Indemnification Costs ”).

(b) Compliance with Laws . Borrower and, as applicable, Maryland Loan Guarantor have not received any written notice from any governmental entity claiming that Borrower, Maryland Loan Guarantor or the Property is not presently in compliance with any laws, ordinances, rules and regulations bearing upon the use and operation of the Property, including, without limitation, any notice relating to building, zoning, environmental, life safety, wetlands, or handicapped accessibility laws, codes or regulations. All permits, licenses or other evidences of authority to use and operate the Property as it is presently being operated and as contemplated by the Loan Documents are current, valid and in full force and effect.

(c) Taxes . All real estate taxes, personal property taxes, sales taxes and similar liabilities, assessments or expenses currently due and payable with respect to the Property have been fully and timely paid or are being contested in accordance with the provisions of Section 7.3 of the Loan Agreement.

2.6 Continuity of Representations . The representations and warranties contained in this Agreement are true and correct in all material respects as of the Execution Date and the Effective Date and will survive the termination of this Agreement by the passage of time or otherwise. Borrower and, as applicable, Maryland Loan Guarantor reaffirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents as if made on the Effective Date, except to the extent such representations and warranties may be subject to change in the ordinary course of Borrower’s or, as applicable, Maryland Loan Guarantor’s business (to the extent permitted by the Loan Documents).

ARTICLE 3

COVENANTS OF BORROWER AND MARYLAND LOAN GUARANTOR

Borrower and, as applicable, Maryland Loan Guarantor covenant and agree with Lender that:

3.1 Compliance with Loan Documents . Borrower and, as applicable, Maryland Loan Guarantor agree to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents, as modified pursuant to this Agreement and the other Modification Documents.

3.2 Notice of Proceedings . Borrower and, as applicable, Maryland Loan Guarantor shall notify Lender in writing, promptly after acquiring knowledge, either directly or through any agent, of the institution of any suit, administrative proceeding, adversary proceeding or other legal proceedings which may materially affect the operations, financial condition, title or business of the Property or the transactions contemplated by this Agreement.

3.3 Release and Covenant Not To Sue . In consideration of Lender’s agreement to the terms of this Agreement, Borrower, Maryland Loan Guarantor and Guarantor, by execution of the Joinder, on behalf of themselves and their partners, members, officers, directors, shareholders, and trustees and each of their respective successors and assigns, waive, remise, release, acquit, satisfy and forever discharge all of Lender Parties, from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, counterclaims, demands, defenses, setoffs, and causes of action of any kind or nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of them now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the later of the Execution Date and the Effective Date, and arising out of or relating to (a) the Loan, (b) the Loan Documents, (c) the Indebtedness, (d) the Property, and (e) any other agreement or transaction between Borrower, Maryland Loan Guarantor and/or Guarantor and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (a) - (d) above. Borrower,

Maryland Loan Guarantor, by execution of the Joinder, on behalf of themselves and their partners, members, officers, directors, shareholders, and trustees and each of their respective heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action.

3.4 Bankruptcy . In the event that any of Borrower Parties shall take any action constituting a Debtor Proceeding, and such action causes Lender to seek necessary or appropriate relief, Lender shall thereupon be entitled to and Borrower and Maryland Loan Guarantor irrevocably consent to (a) the relief from any automatic stay imposed by Section 362 of Bankruptcy Code, or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in this Agreement with respect to the Property and as otherwise provided by law, and Borrower and Maryland Loan Guarantor hereby irrevocably waive any right to object to such relief, and (b) an order from the bankruptcy court prohibiting Borrower’s and, as applicable, Maryland Loan Guarantor’s use of all “cash collateral” (as defined in Section 363 of the Bankruptcy Code). The provisions of this Section shall survive the termination of this Agreement.

3.5 Modification Fees . Borrower shall pay Lender non-refundable modification fees (collectively, “ Modification Fees ”) as follows:

(a) First Modification Fee . A first modification fee in the total amount of $1,593,878.21 (the “ First Modification Fee ”), which is 1.0% of the Principal Balance, shall be deemed earned by Lender and due to Lender on the Execution Date and payable simultaneously with each Property Release under the terms of Section 2.3.4 of the Loan Agreement, as amended by this Agreement. At the time of each such Property Release, Borrower shall pay a portion of the First Modification Fee in the amount of 1% of the Net Sale Proceeds (as defined below). To the extent that the First Modification Fee has not been paid in full from Property Releases by July 1, 2017 (the “ First Performance Date ”) and provided there has been no Event of Default after the Effective Date to and including the First Performance Date, such failure shall not constitute an Event of Default and Borrower shall pay the remaining unpaid balance of the First Modification Fee from Property Releases after the First Performance Date. Upon any Event of Default after the Effective Date, the remaining unpaid balance of the First Modification Fee shall be payable in full. Borrower acknowledges and agrees that the First Modification Fee shall be deemed earned by Lender and due to Lender on the Execution Date notwithstanding the date(s) upon which Borrower is to pay the First Modification Fee and the date upon which Borrower ultimately pays the Indebtedness, and shall not be applied by Lender at any time to reduce the Indebtedness.

(b) Second Modification Fee . A second modification fee in the total amount of 1.5% of the then outstanding principal balance of the Loan as of the First Performance Date (the “ Second Modification Fee ”) shall be deemed earned by Lender and due to Lender on the First Performance Date and payable simultaneously with each Property Release after the First Performance Date. At the time of each such Property Release, Borrower shall pay a portion of the Second Modification Fee at the amount of 1% of the Net Sale Proceeds. To the extent that the Second Modification Fee has not been paid in full from Property Releases by July 1, 2018 (the “ Second Performance Date ”) and provided there has been no Event of Default after the First Performance Date, such failure shall not constitute an Event of Default and Borrower shall pay the remaining unpaid balance of the Second Modification Fee from Property Releases after the Second Performance Date. Upon any Event of Default after the First Performance Date, the remaining unpaid balance of the Second Modification Fee shall be payable in full. Borrower acknowledges and agrees that the Second Modification Fee shall be deemed earned by Lender and due to Lender on the First Performance Date, notwithstanding the date(s) upon which Borrower is to pay the Second Modification Fee and the date upon which Borrower ultimately pays the Indebtedness, and shall not be applied by Lender at any time to reduce the Indebtedness.

(c) Third Modification Fee . A third modification fee in the total amount of 2.0% of the then outstanding principal balance of the Loan as of the Second Performance Date (the “ Third Modification Fee ”) shall be deemed earned by Lender and due to Lender on the Second Performance Date and payable simultaneously with each Property Release after the Second Performance Date. At the time of each such Property Release, Borrower shall pay a portion of the Third Modification Fee at the amount of 1% of the Net Sale Proceeds. To the extent that the Third

Modification Fee has not been paid in full from Property Releases by July 1, 2019 (the “ Extended Maturity Date ”) and provided there has been no Event of Default after the Second Performance Date, such failure shall not constitute an Event of Default and Borrower shall pay the remaining unpaid balance of the Third Modification Fee simultaneously with payoff of the Indebtedness. Upon any Event of Default after the Second Performance Date, the remaining unpaid balance of the Third Modification Fee shall be payable in full. Borrower acknowledges and agrees that the Third Modification Fee shall be deemed earned by Lender and due to Lender on the Second Performance Date, notwithstanding the date(s) upon which Borrower is to pay the Third Modification Fee and the date upon which Borrower ultimately pays the Indebtedness, and shall not be applied by Lender at any time to reduce the Indebtedness.

(d) Source of Payment . The First Modification Fee, the Second Modification Fee and the Third Modification Fee (individually and collectively, the “ Modification Fee ”) shall be paid from Property Releases only to the extent that Net Sale Proceeds from such Sale(s) is equal to or greater than the Minimum Release Price for such Release Property. If Net Sale Proceeds from any Sale(s) is less than the Minimum Release Price for such Release Property (and agreed to by Lender in accordance with Section 4.6(a) below), the portion of the Modification Fee to be paid upon such Sale(s) shall accrue and shall be paid by Borrower from Net Sale Proceeds from future Sales for which the Net Sales Proceeds exceed the Minimum Release Price; provided, however, that (i) any accrued and unpaid First Modification Fee must be paid in full in any event by the First Performance Date, (ii) any accrued and unpaid Second Modification Fee must be paid in full in any event by the Second Performance Date, and (iii) any accrued and unpaid Third Modification Fee must be paid in full in any event by the Maturity Date. In no event shall the Indebtedness be deemed paid in full until the Modification Fees have been paid in full. Notwithstanding anything to the contrary contained herein, at the closing of a sale of any Release Property, Borrower shall have the right but not the obligation to direct any Net Sale Proceeds in excess of the sum of (1) the Minimum Release Price and (2) any Modification Fees then due and payable (including but not limited to the portion of the Modification Fee due and owing as a result of the subject Sale) to the payment of any Modification Fee that has been earned but is not yet due and payable..

3.6 Payment of Transaction Costs and Expenses . Borrower shall pay all reasonable costs incurred in connection with the preparation, negotiation, execution and delivery of the Modification Documents, including, without limitation (the “ Transaction Expenses ”): (a) the legal fees and disbursements of Lender’s general counsel, Bilzin Sumberg Baena Price & Axelrod LLP, and Lender’s local counsel, if applicable; (b) all recording costs, taxes, transfer taxes, documentary stamps and other charges, costs and fees due upon the recording of assignments of the Loan Documents to Lender, if not previously recorded, and upon the recording of this modifications of the Security Instrument, if required by Lender (the “ Security Instrument Modification ”); (c) the costs of updating Lender’s policies of title insurance insuring the Security Instrument to a current date and endorsing such policies (collectively, the “ Title Endorsements ”) to (i) change the effective date to the date of recording of the Security Instrument Modifications; (ii) change the name of the insured to Lender; (iii) show no additional exceptions to Schedule B of said title insurance policy except as approved by Lender in writing and (iv) provide such other coverage as may be requested by Lender; (d) the costs of obtaining and delivering to Lender tax, municipal violation, UCC records, judgment and bankruptcy searches in the State and in the local jurisdictions where the Property is located (the “ Searches ”), each satisfactory to Lender; and (e) certificates of good standing issued by the applicable Secretary of State for all Borrower Parties (the “ Certificates of Good Standing ”). The Transaction Expenses shall be paid by Borrower simultaneously with the execution of this Agreement. To the extent invoices for any loan modification related expenses are received after the execution of this Agreement, Borrower shall reimburse Lender for such amounts within ten (10) Business Days of demand therefor. Borrower acknowledges and agrees that Lender shall not apply any of the Transaction Expenses at any time to reduce the Indebtedness.

3.7 Additional Documents . Simultaneously with the Execution Date or such later date as provided in a Post-Closing Agreement with respect to Searches and Title Endorsements, Borrower shall deliver or cause to be delivered to Lender the Title Endorsements, the Searches, the Certificates of Good Standing and such affidavits, indemnities, certificates and legal opinions, and all other instruments and agreements provided for under this Agreement regarding among other things formation and authorization of Borrower Parties and enforceability of the Modification Documents, as may be requested by Lender.

3.8 Further Assurances . Borrower and Maryland Loan Guarantor shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender’s security interest in and to the Property and to consummate the transactions contemplated by or in the Loan Documents and this Agreement.

ARTICLE 4

MODIFICATIONS

4.1 Maturity Date . The Maturity Date of the Note is extended to the Extended Maturity Date, i.e., July 1, 2019.

4.2 Principal Paydown Performance Requirements . Borrower shall be required to pay to Lender a minimum of $60,000,000 in principal in the aggregate from Property Releases or other sources no later than the First Performance Date (the “ First Principal Paydown Performance Requirement ”), and any failure to meet the First Principal Paydown Performance Requirement shall be an Event of Default under the Loan Documents. Borrower shall be required to pay a minimum of $115,000,000 in principal in the aggregate (including the $60,000,000 in the preceding sentence) from Property Releases or other sources no later than the Second Performance Date (the “ Second Principal Paydown Performance Requirement ”), and any failure meet the Second Principal Paydown Performance Requirement shall be an Event of Default under the Loan Documents. In the event that one or more Individual Properties are the subject of Approved Contract(s) (as defined below) on or before the First Performance Date or the Second Performance Date, as applicable, and the anticipated Net Sale Proceeds from the Sales under such Approved Contract(s) can be reasonably expected to result in Borrower meeting the First Principal Paydown Performance Requirement or the Second Principal Paydown Performance Requirement, as applicable, then the First Performance Date or the Second Performance Date, as applicable, shall be extended by a period of three (3) months (the “ Principal Paydown Performance Extension ”). No Principal Paydown Performance Extension shall apply to the Extended Maturity Date. All principal paydowns made in accordance with this Agreement shall be paid without the imposition of any Yield Maintenance Premium.

4.3 Date of Payments . Borrower acknowledges and agrees that any payment of the Indebtedness permitted by the Loan Documents, as amended hereby, or otherwise accepted by Lender must be made on, but not before or after, a Payment Date (or if accepted by Lender after maturity the day of the month that would have been a Payment Date if prior to maturity), provided, however, if Borrower desires to make any payment of the Indebtedness permitted by the Loan Documents, as amended hereby, or otherwise accepted by Lender on any other date of a month, Borrower may do so provided that, in such event, the term “ Indebtedness ” shall include interest on the unpaid principal balance being paid at the interest rate then in effect through and including the Payment Date of the next month in which payment is made, which is the date on which such payment shall be credited to the Indebtedness.

4.4 Monthly Payments . Commencing on the Effective Date and continuing on each and every Payment Date thereafter until the Maturity Date, monthly payments of principal due under the terms of the Note shall be suspended such that Borrower shall pay to Lender monthly payments consisting of interest in arrears accruing during the entire Interest Period ending immediately prior to such Payment Date on the outstanding principal balance of the Loan at the rate of 6.35% per annum. In the event of (a) an Event of Default under the terms of the Loan Documents after the Effective Date or (b) any payment default under or Acceleration (as defined below) of the ABL/FILO Loans (as defined below), which payment default under and Acceleration shall, in any and each event and for the avoidance of doubt, constitute Events of Default under the Loan Documents, the suspension of monthly payments of principal shall terminate such that, absent an acceleration of the Loan under the terms of the Loan Documents, Borrower shall pay to Lender monthly payments consisting of principal and interest calculated in accordance with the terms of the Note. The outstanding principal balance of the Loan and all accrued and unpaid interest thereon and all other fees and sums then payable under the terms of the Loan Documents shall be due and payable in full on the Maturity Date. “ Acceleration ” of the ABL/Loans shall mean any event or circumstance resulting in all of amounts due under or with respect to the ABL/FILO Loans becoming then immediately due and payable. “ ABL/FILO Loans ” shall mean the loans and financial accommodations made on or about August 4, 2006 to Master Lessee by Wells Fargo Bank, National Association successor by merger to Wachovia Bank, National Association, successor by merger to Congress Financial Corporation,

as administrative and collateral agent for the Second Lien Lenders and for the Bank Product Providers (as defined below), as holder of the second lien position against the assets of Master Lessee, together with various financial institutions, Wells Fargo Capital Finance, LLC, and Bank of America, N.A., as joint lead arrangers for the credit facility, Regions Bank, as sole syndication agent for the credit facility, Bank of America, N.A., Wells Fargo Capital Finance, LLC, and JPMorgan Chase Bank, N.A., as documentation agents, Master Lessee, BlueLinx Services Inc., a Georgia corporation, and BlueLinx Florida LP, a Florida limited partnership, BlueLinx Florida Holding No. 1 Inc., a Georgia corporation and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation, pursuant an Amended and Restated Loan and Security Agreement.

4.5 LCR Deterioration Reserve Account . Borrower and Lender agree that immediately prior to the effectiveness of this Modification Agreement, a Low LCR Cash Sweep Period is currently in effect. Borrower acknowledges Lender had the right, as set forth in the Loan Documents, and that Lender exercised its right prior to the Effective Date to apply an amount equal to $8,174,979.88 from funds in the LCR Deterioration Reserve Account, one-half (1/2) to Note A-1 and one-half (1/2) to Note A-2, without the imposition of any Yield Maintenance Premium. Promptly after the Effective Date, Lender shall release the remaining sum of $3,100,000.00 in the LCR Deterioration Reserve Account to Borrower. As of the Effective Date, the Low LCR Cash Sweep Period shall end and shall only hereafter occur in the event of (a) an Event of Default under the terms of the Loan Documents after the Effective Date or (b) any Acceleration of the ABL/FILO Loans.

4.6 Property Releases .

(a) Amended Definitions . “ Release Price ” shall hereafter mean one hundred percent (100%) of the greater of (i) the Minimum Release Prices set forth on the attached Exhibit C (the “ Minimum Release Prices ”) and (ii) the Net Sale Proceeds (as defined below) for the subject Release Property. In the event that Net Sale Proceeds from any Sale is less than the Minimum Release Price for such Release Property, Lender may, in its reasonable discretion, agree to accept the Net Sale Proceeds in lieu of the Release Price.

(b) New Definitions . The following new definitions shall apply to this Section:

(i) “ Approved Contract ” shall mean a fully executed and complete contract for sale and purchase for a Sale entered into by the applicable Borrower or, as applicable, Maryland Loan Guarantor or owner of Borrower or, as applicable, Maryland Loan Guarantor with a bona fide arms-length unrelated third party purchaser which is not an Affiliate of Borrower after Borrower or, as applicable, Maryland Loan Guarantor has actively and continuously marketed and sought to sell the Release Property through a third party broker that is not an Affiliate of Borrower and that is experienced in selling assets similar to the Release Property in the same market as the Release Property in a manner intended to maximize recovery on the Loan by including a Gross Sale Price which represents the fair market value of the Release Property. In no event shall any of the Net Sale Proceeds under an Approved Contract be paid to anyone other than the applicable Borrower or Maryland Loan Guarantor. In addition to the foregoing, Lender may approve as an “ Approved Contract ” in its sole and absolute discretion a contract for sale and purchase for a Sale (1) with an Affiliate or (2) that is the result of an unsolicited bid from a bona fide arms-length unrelated third party purchaser which is not an Affiliate of Borrower.

(ii) “ Gross Sales Price ” shall mean the actual gross sales price for a Release Property upon a Sale.

(iii) “ Net Sale Proceeds ” shall mean the actual Gross Sales Price as set forth in an Approved Contract, minus only the actual costs of (i) any sales commission due to brokers that are not an Affiliate of Borrower (provided the commission shall not exceed the customary sales commission due with respect to the sale of similar property in the area in which the Release Property is located), (ii) title insurance expenses, (iii) reasonable attorneys’ fees and costs expressly relating to the closing of the Release Property, (iv) transfer taxes, (v) recording fees, and (vi) other normal and customary closing costs, all only to the extent expenses paid by Borrower or, as applicable, Maryland Loan Guarantor under the Approved Contract and approved by Lender in its sole and absolute discretion (such amount to be deducted from the Gross Sales Price in order to calculate Net Sale Proceeds, the “ Sale Deduction

Amount ”). The Sale Deduction Amount shall not include prorations for rent and other income, real estate taxes that are reimbursed by tenants, operating expenses, security deposits and other revenues and expenses of the Release Property that are adjusted between the parties. The Sale Deduction Amount shall be set forth on the closing statement executed by the applicable Borrower or, as applicable, Maryland Loan Guarantor and the purchaser under the Approved Contract. The preliminary closing statement reflecting the Gross Sales Price and items comprising the Sale Deduction Amount as preliminarily computed shall be submitted to Lender for its review and approval, in Lender’s sole and absolute discretion, of the calculation of Net Sale Proceeds no less than five (5) Business Days prior to closing of the Sale, with the final closing statement to be submitted to Lender for its final review and approval, in Lender’s sole and absolute discretion, of the calculation of Net Sale Proceeds no less than two (2) Business Days prior to closing of the Sale.

(iv) “ Sale ” shall mean the sale of any Release Property or the sale of 100% of the ownership interests in the Borrower or, as applicable, Maryland Loan Guarantor that is the owner of a Release Property.

(c) Property Release Notice . Section 2.3.4(a) of the Loan Agreement is amended to require that Property Release Notices be given no later than thirty (30) days prior to the date of such desired Property Release. In addition, simultaneously with delivering any Property Release Notice to Lender, Borrower shall deliver to Lender the contract for the subject Sale for approval of such contract as an Approved Contract. Simultaneously with providing the contract to Lender for its approval as an Approved Contract, Borrower shall deliver to Lender evidence satisfactory to Lender that the contract qualifies to meet the definition of Approved Contract, including, without limitation, demonstration of the full marketing plan and process that resulted in the contract, including all marketing materials and lists of parties to which the marketing materials were delivered (to the extent such lists are practical and if not practical a description of the parties to which same were delivered) and parties that made offers, including the terms of such offers and all best and final offers received for the Release Property. The Property Release Notice shall include a certification by Borrower that all of the materials delivered by Borrower to Lender under the preceding sentence are true and complete in all material respects such that Lender can determine, in its sole and absolute discretion, utilizing that information and other information available to Lender, that above marketing requirements were satisfied. Lender shall have ten (10) Business Days of its receipt of a Property Release Notice and related contract to approve or disapprove in its sole and absolute discretion the marketing process. Notwithstanding the foregoing, a proposed contract other than a Sale with an Affiliate that provides for Net Sale Proceeds in excess of the Minimum Release Price for such Release Property shall be an Approved Contract.

(d) Sale Delivery . Section 2.3.4(h) of the Loan Agreement is amended to require Borrower or, as applicable, Maryland Loan Guarantor to deliver at the time of closing of any Sale a certification signed by a senior executive officer of such entity that the provisions of Section 2.3.4, as modified by this Agreement, have been satisfied in connection with such Sale.

4.7 Master Lease . Section 5.1.21 is hereby amended to require that the Master Lease shall have a term extending at least through July 1, 2024. As a condition to Lender’s agreement to this Agreement, Borrower and Maryland Loan Guarantor shall deliver to Lender amendments to the Master Lease setting for the extension of the term as required in the preceding sentence and to the SNDA confirming that the SNDA extends to the amendment to the Master Lease and including updated estoppel representations acceptable to Lender.

4.8 Full Recourse . Section 18.1.2(f), (g), (h) and (i) are hereby amended to delete the words “any actual out-of-pocket loss, damage, cost, expense, liability, claim and any other obligation incurred by or on behalf of Lender arising out or in connection with” at the beginning of each such Subsection and to insert in lieu thereof the words “full recourse for the Indebtedness and all other obligations of Borrower and Maryland Loan Guarantor to Lender under the Loan Documents upon”. Sections 18.1.2(e) is hereby amended to delete the words “any actual out-of-pocket loss, damage, cost, expense, liability, claim and any other obligation incurred by or on behalf of Lender arising out or in connection with” at the beginning of each such Subsection, to insert in lieu thereof the words “full recourse for the Indebtedness and all other obligations of Borrower and Maryland Loan Guarantor to Lender under the Loan Documents upon” and to add the following at the end of such section: “and one or more Borrowers or Maryland Loan Guarantor is substantively consolidated with any person or entity (other than another Borrower or Maryland Loan Guarantor) who is a debtor in a Debtor Proceeding over the objection of Lender.

4.9 AFL/FILO Loans. As a condition to Lender’s execution of this Agreement, Lender shall receive a first priority pledge of 100% of the equity in each Borrower and Maryland Loan Guarantor and Lender shall consent to a second priority pledge of 100% of the equity in each Borrower and Maryland Loan Guarantor with respect to the ABL/FILO Loans and there shall be certain modifications made to the ABL/FILO Loans, all of which shall be subject entirely to the terms of an intercreditor agreement executed and delivered by and between Lender and the holders of the ABL/FILO Loans simultaneously with the execution of this Agreement, all in form and substance acceptable to Lender in its sole and absolute discretion. Simultaneously with the delivery to the holders of the ABL/FILO Loans of projections for the immediately succeeding thirteen (13) weeks, Borrower shall deliver such projections to Lender.

4.10 Personal to Borrower and Maryland Loan Guarantor. The terms of this Agreement shall be personal to Borrower and Maryland Loan Guarantor and shall not be assumable in connection with any sale, assignment or transfer of the Property or in and Maryland Loan Guarantor inure to the direct or indirect benefit to any transferee in connection with any sale, assignment or transfer of direct or indirect interests in Borrower and Maryland Loan Guarantor. Borrower, Maryland Loan Guarantor and Guarantor, by execution of the Joinder, acknowledges and agrees that from and after the Effective Date, none of Borrower, Maryland Loan Guarantor, Guarantor or any party acting through or on behalf of them will have any right or ability to cause the Loan or any part thereof to be assumed by or benefit any another person or entity. For the avoidance of doubt, any transfers permitted under the Loan Documents without Lender consent shall no longer be permitted. Any violation of the foregoing shall be an Event of Default under this Agreement and the Loan Documents

4.11 No Subordinate or Mezzanine Financing . Borrower, Maryland Loan Guarantor and Guarantor, by execution of the Joinder in form and substance attached hereto, acknowledge and agree that Borrower and Maryland Loan Guarantor shall have no right to obtain any subordinate or mezzanine financing of any kind with respect to the Property or interests in Borrower or Maryland Loan Guarantor at any time prior to the Loan being paid and the Property released from the lien of the Security Instrument. All references in the Loan Documents to any permitted subordinate financing and/or mezzanine financing shall be deleted and of no further force or effect.

4.12 Guarantor. As a condition to Lender’s execution of this Agreement, Guarantor shall execute and deliver to Lender, simultaneously with the execution of this Agreement, the Joinder in form and substance attached hereto.

4.13 UCC Financing Statements. Borrower and Maryland Loan Guarantor hereby grant and confirm unto Lender a first lien priority security interest in all Collateral to the maximum extent permitted by the Uniform Commercial Code, as may have been amended subsequent to the making of the Loan. Borrower and Maryland Loan Guarantor hereby further consent to the filing of any financing statements or Uniform Commercial Code forms required to be filed in the applicable states or any other filing office (collectively “ Filings ”) in order to perfect said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the Uniform Commercial Code, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of Borrower or Maryland Loan Guarantor.

4.14 Amendment to Loan Agreement, Security Instrument and Other Loan Documents . As used in the Loan Agreement, the Security Instrument and the other Loan Documents, the term “ Note ” shall mean the Note for the Loan, as the same has been amended hereby and as the same may hereafter be amended, modified, extended or renewed from time to time.

4.15 References to Note, Loan Agreement, Security Instrument and Loan Documents . All references to the Note, Loan Agreement, Security Instrument and Loan Documents in the Loan Documents for the Loan shall mean and refer to the Note, Loan Agreement, Security Instrument and other Loan Documents for the Loan, all as modified by the terms of this Agreement and any subsequent modifications, renewals or replacements thereof.

ARTICLE 5

EVENTS OF DEFAULT; REMEDIES

5.1 Events of Default . Each of the following shall constitute an additional Event of Default under the Loan Documents. The reference to Events of Default contained in this Section shall not be deemed exclusive and, notwithstanding Section 6.15 of this Agreement, shall not supersede all other Events of Default contained in the Loan Documents.

(a) Action against Lender Parties . If any Borrower Party shall file or institute against any of Lender Parties any lawsuit, complaint, administrative claim, adversary proceeding or other legal action, directly or indirectly, relating to the Loan or the Property.

5.2 Lender’s Rights upon Occurrence of Event of Default .

(d) Upon the occurrence of an Event of Default after the Effective Date, Lender shall immediately be entitled, without further notice to any Borrower Parties to exercise any or all of Lender’s rights and remedies under this Agreement and the Loan Documents, in equity and at law (all of such rights and remedies being cumulative), including, but not limited to and as determined by Lender in its sole discretion, demanding immediate payment of the entire Indebtedness, commencing proceedings seeking appointment of a receiver (“ Receiver ”) for the Property and/or the other Collateral, with or without, at Lender’s discretion, the power, among other things, to market, sell and convey the Property, at Lender’s option (“ Receivership Proceedings ”), exercising any assignment of leases and rents (whether or not involving the appointment of a Receiver) (“ ALR Exercise ”), causing Borrower and, as applicable, Maryland Loan Guarantor to market, sell and convey the Property, severing the Note and other Loan Documents, commencing or, if already commenced, completing foreclosure proceedings against Borrower, Maryland Loan Guarantor, the Property and/or the other Collateral, whether by stipulation to judicial action or non-judicial power of sale, if applicable (“ Foreclosure Proceedings ”) or taking title to the Property and/or the other Collateral by consensual deed in lieu of foreclosure (“ Deed in Lieu of Foreclosure ”), and enforcing the Guaranty (any of same and collectively, “ Lender’s Enforcement Actions ”).

(e) Upon the occurrence of an Event of Default after the Effective Date:

(v) it is the express intent of Borrower Parties and Lender that Lender shall acquire possession of and title to the Property and the other Collateral at the earliest possible date, with full cooperation of Borrower Parties and without any action by any Borrower Parties of any kind or nature whatsoever, either directly or indirectly, to delay, oppose, challenge, impede, obstruct, hinder, enjoin or otherwise interfere with Lender or any of Lender’s Enforcement Actions (any of same, “ Interfere ”).

(vi) Borrower Parties shall cooperate and comply with the exercise by Lender of any and all of Lender's rights and remedies against Borrower Parties with respect to the Loan, the Loan Documents, this Agreement, the Property and the other Collateral, in equity and at law, including, without limitation, any Lender Enforcement Actions.

(vii) Borrower Parties agree to waive and do hereby waive and release any and all defenses and other rights they may otherwise have to contest an Event of Default occurring after the Effective Date and Lender’s Enforcement Actions, provided, however Borrower may raise good faith defenses in any Lender's Enforcement Actions provided that Borrower prosecutes such defense diligently and in good faith and a court of competent jurisdiction does not ultimately find that the defense was not made in good faith.

5.3 Severance of Loan Documents . Upon the occurrence of an Event of Default after the Effective Date, Lender shall have the unrestricted right at any time and from time to time in its sole and absolute discretion to sever Note A-1 and Note A-2 and the other Loan Documents into one or more separate notes, mortgages, deeds of trust, and other security documents (“ Severed Loan Documents ”) in such denominations and priorities as Lender shall determine in its sole and absolute discretion for purposes of evidencing and enforcing its rights and remedies provided

hereunder. Borrower Parties shall cooperate in all reasonable respects with Lender hereunder. Borrower Parties’ cooperation obligation shall continue until Note A-1 and Note A-2 have been repaid in full. Borrower and, as applicable, Maryland Loan Guarantor shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement, replacement notes, replacement mortgages or deeds of trust, modifications to the Security Instrument and such other documents as Lender shall request to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower and Maryland Loan Guarantor hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name, place and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower and Maryland Loan Guarantor 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 and Maryland Loan Guarantor by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated on demand to pay Lender’s costs and expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and same shall constitute a part of the Indebtedness if not paid by Borrower upon such demand.

5.4 Stipulation to Receivership and Foreclosure .

(a) Without limiting Section 5.2 of this Agreement, upon the occurrence of an Event of Default after the Effective Date and demand by Lender with respect to any Receivership Proceedings and/or Foreclosure Proceedings, Borrower and, as applicable, Maryland Loan Guarantor will execute and deliver to Lender a joint or agreed stipulation, consent or similar documentation appropriate for the jurisdiction in which the Property is located for entry of an order appointing a Receiver (collectively, a “ Stipulation ”), which provides for the entry of an order appointing a Receiver (“ Receivership Order ”), if required by Lender, and a final and non-appealable judgment of foreclosure (the “ Foreclosure Judgment ”), as well as, if required by Lender, specifying the total amount of the Loan. Upon execution and delivery of a Stipulation by Borrower and, as applicable, Maryland Loan Guarantor, Lender may immediately proceed in accordance with the Stipulation to have the Receivership Order entered and/or the Foreclosure Judgment entered, and Borrower Parties shall fully cooperate with Lender to effect entry of the Receivership Order and the Foreclosure Judgment.

(b) Except as may be required by applicable law or the applicable court, the absence of Borrower and, as applicable, Maryland Loan Guarantor from any hearing (in chambers or in open court) which may be conducted to consider Lender’s application to obtain a Receivership Order or a Foreclosure Judgment or the exercise by Lender of any other right or remedy, under this Agreement and/or the Loan Documents shall not in any way limit Lender’s right to obtain or enforce a Receivership Order and/or a Foreclosure Judgment or to exercise any such other rights and remedies.

(c) None of Borrower Parties has any right (all such rights being waived) to collaterally attack any Receivership Order or a Foreclosure Judgment to make any attempts to open or otherwise challenge by any means whatsoever any Receivership Order or Foreclosure Judgment.

(d) Each of Borrower Parties has waived and does waive any and all rights to require that Lender proceed in any particular order in connection with Lender's enforcement of other rights and remedies under this Agreement and/or the Loan Documents.

5.5 Conveyance Documents . Upon the occurrence of an Event of Default after the Effective Date and in connection with a Foreclosure Judgment, or a Deed in Lieu of Foreclosure, Borrower and, as applicable, Maryland Loan Guarantor shall execute and deliver to Lender or its designee all documents necessary to convey to Lender or its designee all ownership and development rights with respect to the Property, including, without limitation, a special warranty deed or its equivalent, all applicable state and local transfer forms and bulk sales releases required in connection with such a conveyance, owner’s affidavits and other customary affidavits and certificates, including tax withholding certificates, a bill of sale, an assignment and/or other conveyance documents necessary to transfer, convey and assign all leases, any service contracts for which Lender or its designee agrees to accept an assignment, all tangible and intangible, real and personal and mixed property used, useable or intended to be used in connection with the ownership,

management and/or use of the Property,, and such documents and instruments, including, without limitation, evidence of the authority of Borrower and, as applicable, Maryland Loan Guarantor to convey the Property to Lender or its designee and the good standing of Borrower and, as applicable, Maryland Loan Guarantor, as Lender, its designee or the title company insuring title to the Property may determine are necessary to issue to Lender or its designee an owner’s title insurance policy insuring the fee simple title to the Property, subject only to the Permitted Encumbrances. As further consideration of and as a material inducement to Lender to enter into this Agreement, Borrower and, as applicable, Maryland Loan Guarantor shall not Interfere with or oppose Lender in and hereby consents to any (i) action to quiet title, if any, which may be instituted by Lenders and/or any title company on behalf of Lender to perfect its right, title and interest in the Property, and (ii) Lender or its designee substituting into any condemnation proceedings with respect to the Property, if any.

5.6 Property Materials . If following an Event of Default after the Effective Date a sheriff’s, clerk’s or trustee’s deed for the Property is issued to Lender or its designee pursuant to a judicial or trustee’s sale, or if Lender or its designee acquires the Property by Deed in Lieu of Foreclosure or otherwise, promptly upon request by such acquiring party, Borrower and, as applicable, Maryland Loan Guarantor shall deliver and/or pay to Lender or its designee the following (to the extent in its possession) as to all or any portion of the Property acquired by Lender or its designee: (i) possession of the Property, (ii) the originals (or true and correct copies, if the originals are not available) of all guaranties and warranties given with respect to all or any portion of the Property or any improvement located thereon which Borrower and, as applicable, Maryland Loan Guarantor has in its possession, (iii) the originals (or true and correct copies, if the originals are not available) of all service contracts and management agreements then in effect with respect to the Property, (iv) the originals (or true and correct copies, if the originals are not available) of all plans, specifications, working drawings and surveys of or relating to the Property or to the construction of the buildings and related improvements located thereon, (v) the originals (or true and correct copies, if the originals are not available) of all governmental consents, approvals, licenses, permits, certificates of occupancy, zoning approvals, building permits and similar documents relating to the Property, (vi) copies of all books and records in any way relating to the Property, (vii) the balance of any funds in any security deposit accounts and any and all other tenant security deposits, and any and all advance rentals or similar fees, if any, (viii) the originals (or true and correct copies, if the originals are not available) of all termite or other inspection reports, bonds, warranties and guaranties relating to the Property, (ix) any and all income from the Property received by or on behalf of Borrower and, as applicable, Maryland Loan Guarantor and then being held by or on behalf of Borrower and, as applicable, Maryland Loan Guarantor; (x) true and correct copies of all certificates, binders and policies of insurance relating to the Property, (xi) the originals (or true and correct copies, if the originals are not available) of all contracts and agreements with contractors, architects, engineers, surveyors and others relating to all or any portion of the Property, (xii) the originals (or true and correct copies, if the originals are not available) of all tenant leases and occupancy agreements affecting all or any portion of the Property, (xiii) all leasing and other files, books and records with respect to all or any portion of the Property, and (xiv) any bankruptcy claims relating to any current or former tenant of the Property, duly assigned to Lender or its designee.

5.7 Cooperation Covenants . The covenants and agreements of Borrower Parties contained in Sections 5.2, 5.3 and 5.4 of this Agreement shall be referred to as the “ Cooperation Covenants ”. Borrower Parties shall be subject to recourse liability for the full Indebtedness and all other obligations of Borrower and, as applicable, Maryland Loan Guarantor to Lender under the Loan Documents upon any failure of any Borrower Parties after an Event of Default occurring after the Effective Date to comply with, or any attempt by any Borrower Parties after an Event of Default occurring after the Effective Date to Interfere with Borrower Parties’ compliance with, the Cooperation Covenants.

ARTICLE 6

MISCELLANEOUS

6.1 Survival of Provisions . Except as expressly otherwise provided, the covenants, acknowledgments, representations, agreements and obligations in this Agreement shall survive the payment in full of the Loan.

6.2 No Limitation of Remedies . No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law. Each and every remedy shall be cumulative and concurrent,

and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing in equity or at law.

6.3 No Waivers . Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents, in equity or at law. No delay or failure on the part of any Party in the exercise of any right or remedy under the Loan Documents or this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any Party contrary to the provisions of the Loan Documents or this Agreement shall be construed to constitute a waiver of any of the express provisions. Any Party may in writing expressly waive any of such Party’s rights under this Agreement or the Loan Documents without invalidating this Agreement or the Loan Documents.

6.4 Successors or Assigns . Whenever any Party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such Party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the Parties, whether so expressed or not.

6.5 Construction of Agreement . Each Party acknowledges that it has participated in the negotiation of this Agreement. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured, dictated or drafted such provision. Borrower and Maryland Loan Guarantor at all times have had access to or the right to access to an independent attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and the Modification Documents. Borrower and, as applicable, Maryland Loan Guarantor hereby acknowledge that Lender’s counsel is not representing Borrower or Maryland Loan Guarantor or any interests of Borrower or Maryland Loan Guarantor in connection with this Agreement or any other matter and that, unless Borrower and Maryland Loan Guarantor are represented by counsel, Borrower and Maryland Loan Guarantor has made the informed decision to not consult with an attorney of Borrower’s choice prior to the execution of this Agreement and the Modification Documents. Borrower has had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the Parties with respect to the subject matters of this Agreement. All of the terms of this Agreement were negotiated at arm’s length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the Parties upon the others. The execution and delivery of this Agreement is the free and voluntary act of Borrower and Maryland Loan Guarantor.

6.6 Invalid Provision to Affect No Others . If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained, and the remainder of this Agreement shall remain operative and in full force and effect.

6.7 Usury . This Agreement and all other agreements made by Borrower relating directly or indirectly to the Indebtedness are expressly limited so that in no event or contingency whatsoever shall the amount of interest received, charged or contracted for by Lender exceed the highest lawful amount of interest permissible under the laws of the State. If, under any circumstances whatsoever, performance of any provision of the Note, the other Loan Documents or this Agreement, at the time performance of such provision shall be due, shall result in the highest lawful rate of interest permissible under the laws of the State being exceeded, then ipso facto, the amount of interest received, charged or contracted for by Lender shall be reduced to the highest lawful amount of interest permissible under the laws of the State, and if for any reason whatsoever, Lender shall ever receive, charge or contract for, as interest, an amount which would be deemed unlawful, such amount of interest deemed unlawful shall be applied to principal

(whether or not due and payable) or refunded to Borrower (if all principal has been paid) and not to the payment of interest.

6.8 Indemnity . Borrower agrees to indemnify and hold harmless Lender from any liabilities, costs, expenses (including attorneys and paralegal fees at all tribunal levels) or claims of the State or any other governmental agency for documentary stamps, transfer taxes or recordation taxes, recording fees, intangible taxes and any interest or penalties thereon which may be or become due in connection with (a) the execution, delivery or recording of this Agreement or (b) the transactions contemplated by this Agreement.

6.9 Notices . Any and all notices, elections, approvals, consents, demands, requests and responses (“ Communications ”) permitted or required to be given under this Agreement or the Loan Documents shall not be effective unless in writing, signed by or on behalf of the Party giving the same, and sent by hand delivery or overnight courier service (such as Federal Express), to the Party to be notified at the address of such Party set forth below or at such other address within the continental United States as such other Party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above:

Wells Fargo Bank, N.A.

Wells Fargo Commercial Mortgage Servicing

MAC D 1086-120

550 S. Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Re: WBCMT 2006-C27; Loan No. 502854528 and

BACM 2006-4; Loan No. 502854529

With a copy to:

LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attn: Director of Loan Asset Management

Re: WBCMT 2006-C27; Loan No. 502854528 and

BACM 2006-4; Loan No. 502854529

And:

Bilzin Sumberg Baena Price & Axelrod LLP

1450 Brickell Avenue, Suite 2300

Miami, Florida 33131

Attn: Marjie C. Nealon, Esq.

and, if given to Borrower or Maryland Loan Guarantor, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above:

Borrower / Maryland Loan Guarantor

c/o BlueLinx Corporation

4300 Wildwood Parkway

Atlanta, Georgia 30339

Attn: Shyam K. Reddy, SVP, General Counsel & Corporate Secretary

[The following for information purposes only:]

Telephone: 770-221-2502

Facsimile: 770-953-7008

Email: Shyam.Reddy@BlueLinxCo.com

With a copy to:

King & Spalding LLP

1180 Peachtree Street, 31st Floor

Atlanta, Georgia 30309

Attn: Sarah Robinson Borders, Esq.

[The following for information purposes only:]

Telephone: 404-572-3596

Facsimile: 404-572-5100

Email: sborders@kslaw.com

6.10 Governing Law . This Agreement 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.

6.11 Future Negotiations . Borrower and Maryland Loan Guarantor acknowledge and agree that (i) Lender has no obligation whatsoever to discuss, negotiate or to agree to any restructuring of the Loan, or any modification, amendment, restructuring or reinstatement of the Loan Documents or to forbear from exercising its rights and remedies under the Loan Documents, except as expressly provided in this Agreement; (ii) if there are any future discussions among Lender, Borrower and Maryland Loan Guarantor concerning any such restructuring, modification, amendment or reinstatement, then no restructuring, modification, amendment, reinstatement, compromise, settlement, agreement or understanding with respect to the Loan, the Loan Documents, the Property or any aspect thereof, shall constitute a legally binding agreement or contract or have any force or effect whatsoever unless and until reduced to writing and signed by authorized representatives of the Parties; and (iii) Borrower Parties shall not assert or claim in any legal proceedings or otherwise that any such agreement exists except in accordance with the terms of this Section.

6.12 Relationship of Parties . The Parties do not intend by this Agreement to create a partnership or a joint venture. Neither this Agreement nor any of the payments herein or in the Note to be made by either Borrower or Lender shall constitute, or shall be deemed or construed to constitute, Lender a “mortgagee in possession” of the Property or in any manner liable for any goods or services delivered or provided with respect to the Property or in any manner liable to any third parties. The relationship of Lender to Borrower is that of “lender” and “borrower” and the Parties acknowledge and agree that the obligations of Lender and Borrower set forth herein are not intended to benefit and should not be relied on by third parties.

6.13 Headings . The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement.

6.14 Modifications . The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Except as modified by this Agreement, the Loan Documents shall remain unmodified and in full force and effect.

6.15 Conflicts . To the extent that the provisions of this Agreement or the other Modification Documents conflict with the provisions in any Loan Document, the provisions of this Agreement and the other Modification Documents shall control.

6.16 Time of Essence; Consents . Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender.

6.17 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. This Agreement shall not be binding on either party until executed and delivered by all parties.

6.18 Full and Prompt Performance . Notwithstanding any implication or agreement herein relating to the modification of the Loan Documents (including, without limitation, any prior course of conduct by any party hereto), Borrower and Maryland Loan Guarantor agree that Lender shall and will hereafter require full and prompt performance of any and all terms, conditions or requirements of this Agreement and all Loan Documents, as amended. Borrower and Maryland Loan Guarantor acknowledge and agree that any performance or nonperformance of the terms of the Note, the Loan Agreement, the Security Instrument, or the other Loan Documents prior to the Effective Date shall not effect or diminish in any way the requirement of strict compliance of the Note, Security Instrument and the other Loan Documents after the Effective Date.

6.19 Waiver of Trial by Jury . EACH OF BORROWER , MARYLAND LOAN GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY OF BORROWER PARTIES OR LENDER RELATING TO THE LOAN AND THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS AGREEMENT AND THE OTHER MODIFICATION DOCUMENTS. EACH OF BORROWER, MARYLAND LOAN GUARANTOR AND LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER, MARYLAND LOAN GUARANTOR AND LENDER.

The Parties have executed and delivered this Agreement, as of the day and year first above written.

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, as Special Servicer

By: /s/ Arnold Shulkin

Name: Arnold Shulkin

Title: Vice President

BORROWER :



ABP AL (MIDFIELD) LLC	ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC	ABP CA (NATIONAL CITY) LLC
DELETED	DELETED
DELETED	DELETED
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
DELETED	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
DELETED	ABP OK (TULSA) LLC
ABP OH (TALMADGE) LLC	ABP PA (ALLENTOWN) LLC
DELETED	ABP SC (CHARLESTON) LLC
ABP PA (STANTON) LLC	ABP TN (ERWIN) LLC
DELETED	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	DELETED
ABP VT (SHELBURNE) LLC	ABP WI (WAUSAU) LLC

Each entity listed above, each a Delaware limited liability company

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice-President and General Counsel

MARYLAND LOAN GUARANTOR :

ABP MD (BALTIMORE) LLC , a Delaware limited liability company

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice-President and General Counsel

Exhibit 10.25

JOINDER BY AND AGREEMENT OF GUARANTOR

BLUELINX HOLDINGS, INC. , a Delaware corporation (being collectively and individually “ Guarantor ”), being guarantor of the Loan (as such term is defined in that certain Seventeenth Amendment to Loan and Security Agreement of even date herewith by and between 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 , collectively as “ Lender ”, and the entities set forth on Exhibit A attached thereto, as “ Borrower ”, and ABP MD (BALTIMORE) LLC , a Delaware limited liability company (the “ Modification Agreement ”)) pursuant to that certain Guaranty of Recourse Obligations dated as of June 9, 2006 (the “ Guaranty ”), executed by Guarantor in favor of Original Lender, and that certain Environmental Indemnity dated as of June 9, 2006 (the “ Environmental Indemnity ”) executed by Guarantor in favor of Original Lender, as both are now held by Lender, hereby represents and warrants and acknowledges and agrees with Lender the following:

1. Authority of Guarantor . Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware. The signatory executing this Joinder on behalf of Guarantor (“ Guarantor Signatory ”) is the chief financial officer and treasurer of Guarantor. Guarantor Signatory, acting alone without the joinder of any other officers, directors or shareholders of Guarantor or any other party, has the power and authority to execute and deliver this joinder on behalf of and to duly bind Guarantor under this joinder. The execution and delivery of, and performance under, this joinder by Guarantor has been duly and properly authorized pursuant to all requisite corporate action of Guarantor and does not and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Guarantor or Guarantor’s articles or incorporation or by-laws or any other organizational document of Guarantor or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Guarantor is a party.

2. Reaffirmation of Guaranty and Environmental Indemnity . The Guaranty and the Environmental Indemnity constitute the valid, legally binding obligations of Guarantor, enforceable against Guarantor, in accordance with their terms. Guarantor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which any Guarantor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty, the Environmental Indemnity or any of the other Loan Documents. Guarantor consents to the execution and delivery of the Modification Agreement by Borrower and Maryland Loan Guarantor and agrees and acknowledges that the liability of such Guarantor under the Guaranty and the Environmental Indemnity shall not be diminished in any way by the execution and delivery of the Modification Agreement or by the consummation of any of the transactions contemplated thereby.

3. Amendment of Guaranty . Paragraph 2 of the Guaranty is hereby deleted and the following is inserted in lieu thereof:

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. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor. The term “ Guaranteed Obligations ” shall also include (i) any loss, damage, cost, expense, liability, claim and any other obligation incurred by or on behalf of Lender arising out of or in connection with (2) fraud or intentional material misrepresentation by Borrower, Maryland Loan Guarantor, Master Lessee, Guarantor or any of their principals, officers, agents or employees in connection with the Modification Agreement and (2) Borrower’s and, as applicable, Maryland Loan Guarantor’s failure to pay the Title Indemnification Costs under the Modification Agreement and (ii) the full Indebtedness upon any failure of Borrower or, as applicable, Maryland Loan Guarantor after an Event of Default after the Effective Date to comply, or any attempt by Guarantor after an Event of Default after the Effective Date to Interfere with Borrower’s and, as applicable, Maryland Loan Guarantor’s compliance, with the Cooperation Covenants.

4. Joint and Several Liability . If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

5. Defined Terms . All terms that are used herein that are not defined herein shall have the meaning ascribed to them in the Modification Agreement.

6. Waiver of Trial by Jury . GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF GUARANTOR OR LENDER RELATING TO THE LOAN AND THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS AGREEMENT AND THE OTHER MODIFICATION DOCUMENTS. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

Guarantor has executed and delivered this Joinder and Agreement to be effective as of the Effective Date of the Modification Agreement.

GUARANTOR :

BLUELINX HOLDINGS, INC. , a Delaware corporation

By: /s/ Susan O’Farrell

Name: Susan C. O’Farrell

Title: Chief Financial Officer and Treasurer

Exhibit 10.26

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated the 24th day of March, 2016, to be effective as of the 1st day of March, 2016 (the “Effective Date”), made by BLUELINX HOLDINGS INC., a Delaware corporation (“BlueLinx Pledgor’’) and ABP MD (BALTIMORE) LLC, a Delaware limited liability company (“Baltimore Pledgor”; BlueLinx Pledgor and Baltimore Pledgor are referred to collectively as “Pledgor”), in favor of 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 jointly, the “Secured Party”).

RECITALS

WHEREAS, on or about June 9, 2006 (the “Loan Origination Date”), the entities set forth on Exhibit A attached hereto, each a Delaware limited liability company (“Borrowers”), certain Affiliates (as such term is defined below) of Borrowers (such Affiliates, together with Borrowers, the “Original Borrowers”), and German American Capital Corporation, a Maryland corporation (“Original Lender”) entered into the Loan and Security Agreement dated June 9, 2006 (as such agreement has been amended, modified, and restated from and after the Loan Origination Date, the “Loan Agreement”) pursuant to which Original Lender loaned to Original Borrowers the sum of $295,000,000 (the “Loan”), which Loan is evidenced or secured by, among others, the Loan Documents (as defined below). For all purposes, this Agreement shall constitute a Loan Document after the Effective Date;

WHEREAS, the Loan Documents, except for Amended and Restated Notes A-1 and A-2, were assigned, and Amended and Restated Note A-2 (“Note A-2”) was endorsed, to Wachovia Bank, National Association, then 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, then to Bank of America, N.A. as successor Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27, and then to Lender, and Amended and Restated Note A-1 (“Note A-1”; Note A-1 and Note A-2 are referred to collectively as the “Notes”) was endorsed to Wachovia Bank, National Association and then to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Banc of America Commercial Mortgage, Inc., Commercial Mortgage Pass-Through Ce1iificates, Series 2006-4. Secured Party is the holder of the Notes and has authority to enter into this Agreement;

WHEREAS, the Loan Agreement has been amended by that certain First Amendment to Loan and Security Agreement dated December 17, 2008, that ce1iain Second Amendment to Loan and Security Agreement dated December 30, 2008, that certain Third Amendment to Loan and Security Agreement dated May 22, 2009, that certain Fourth Amendment to Loan and Security Agreement dated February 18, 2011, that certain Fifth Amendment to Loan and Security Agreement dated July 12, 2011; that ce1iain 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; that certain Eleventh Amendment to Loan and Security Agreement dated September 19, 2012; that certain Twelfth Amendment to Loan and Security Agreement dated September 19, 2012; that certain Thirteenth Amendment to Loan and Security Agreement dated September 13, 2013; that certain Fourteenth Amendment to Loan and Security Agreement dated November 26, 2013; that certain Fifteenth Amendment to Loan and Security Agreement dated May 16, 2014; and that certain Sixteenth Amendment to Loan and Security Agreement dated March 4, 2016;

WHEREAS, BlueLinx Pledgor executed a Guaranty of Recourse Obligations dated as of the Loan Origination Date (the “Guaranty”) and an Environmental Indemnity dated as of the Loan Origination Date (the “Environmental Indemnity”) in favor of Original Lender with respect to certain recourse obligations of Borrowers more fully set forth in section 18.1.2 of the Loan Agreement and certain other obligations of Original Borrowers arising under the Loan Documents, as more fully set forth in the Guaranty and Environmental Indemnity (the “BlueLinx Recourse Obligations”);

WHEREAS, Baltimore Pledgor executed a Guaranty dated as of the Loan Origination Date (the “IDOT Guaranty”) in favor of Original Lender with respect to certain recourse obligations of Borrowers more fully set forth in section 18.1 of the Loan Agreement, as more fully set forth in the IDOT Guaranty (the “Baltimore Recourse Obligations”; the BlueLinx Recourse Obligations and the Baltimore Recourse Obligations are referred to collectively as the “Recourse Obligations”));

WHEREAS, BlueLinx Pledgor is the direct owner of one hundred percent (100%) of the limited liability company membership interests in Borrowers (other than ABP MD (Baltimore) Subsidiary LLC) in Baltimore Pledgor, and Baltimore Pledgor is the direct owner of one hundred percent (100%) of the limited liability company membership interests in ABP MD (Baltimore) Subsidiary LLC;

WHEREAS, Pledgor has benefitted and will continue to benefit directly and indirectly from the extensions of credit made to Borrowers and Baltimore Pledgor pursuant to the Loan Agreement and the IDOT Guaranty; and

WHEREAS, Secured Party and Borrowers have agreed to modify the Loan Documents on the terms and conditions set forth in that certain Seventeenth Amendment to Loan and Security Agreement dated on or about the Effective Date (the “Seventeenth Amendment”), subject to the condition precedent that Pledgor execute and deliver to Secured Party this Pledge Agreement in order to secure the obligations of Pledgor pursuant to the Guaranty and Environmental Indemnity.

NOW, THEREFORE, in consideration of the premises and to induce Secured Party to enter into the Seventeenth Amendment, Pledgor hereby agrees with Secured Party, as follows:

1. Defined Terms .

Unless otherwise defined herein, capitalized terms which are defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular provision

of this Pledge Agreement, and section and paragraph references are to this Pledge Agreement unless otherwise specified.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

The following terms shall have the following meanings:

“Additional Pledged LLC Interest”: as defined in any supplement to this Pledge Agreement delivered pursuant to Section (e) hereof.

“Additional Pledged Partnership Interest”: as defined in any supplement to this Pledge Agreement delivered pursuant to Section (e) hereof.

“Additional Pledged Stock” : as defined in any supplement to this Pledge Agreement delivered pursuant to Section (e) hereof.

“Bankruptcy Event” : the occurrence of an Event of Default under either section

17.l (a)(vi) or 17.l(a)(vii) of the Loan Agreement.

“Capital Stock” : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a Corporation, including, without limitation, all rights to participate in the operation or management of the Corporation and all rights to properties, assets and distributions (except as otherwise provided herein) under the by-laws in respect of such capital stock or other interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to any of Pledgors in respect of such Capital Stock while this Pledge Agreement is in effect.

“Control Rights” : with respect to any Limited Liability Company, all of Pledgor’s right and status to participate in the management of the business and affairs of such Limited Liability Company.

“Corporation” : any Person identified in this Pledge Agreement as a corporation or recognized by the Laws pursuant to which it is organized as a corporation.

“Delaware LLC Act ”: the Delaware Limited Liability Company Act, Delaware Code Annotated, Title 6, §§ 18-101 et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“Delaware UCC” : the Delaware Uniform Commercial Code, Delaware Code Annotated, Title 6, §§ 18-101 et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“Economic Interests” : all of Pledgor’s distributions, profits or economic interests from a Limited Liability Company, and the right, title and interest of Pledgor to receive any such distributions, profits or economic interests, including for any limited liability company organized under Delaware law,

any “limited liability company interest” (as such term is defined in Section 18-101(8) of the Delaware LLC Act”.

“Excluded Collateral” : any Capital Stock, LLC Interest, Partnership Interest or other equity interest of Pledgor in or to any Person, other than the Borrowers and Baltimore Pledgor.

“Governing Documents” : with respect to (a) a corporation, its articles or certificate of incorporation, continuance or amalgamation and by-laws, (b) a partnership, its certificate of limited partnership or partnership declaration, as applicable, and partnership agreement, (c) a limited liability company, its certificate of formation and operating agreement and (d) any other Person, the other organizational or governing documents of such Person.

“Issuer” : any Corporation, Limited Liability Company or Partnership, the Capital Stock of which has been pledged by a Pledgor hereunder. The Issuers as of the Closing Date are set f01ih on Schedule I .

“Limited Liability Company” : any Person identified in this Pledge Agreement as a limited liability company or recognized by the Laws pursuant to which it is organized as a limited liability company.

“Limited Liability Company Agreement” : as to any Limited Liability Company, its certificate of formation and operating agreement or other Governing Documents, as each may be amended, supplemented or otherwise modified from time to time.

“LLC Interest” : any Limited Liability Company membership interest, limited liability company interest, economic interest, or other interest in a Limited Liability Company, including, without limitation, (a) all rights to participate in the operation or management of the Limited Liability Companies and all rights to properties, assets, member interests and distributions (except as otherwise provided herein) under the Limited Liability Company Agreements in respect of such membership interests or other interests, (b) all rights in and to the Limited Liability Company Agreement and the other Governing Documents of any Limited Liability Company, and (c) all Economic Interests, Control Rights, and Ownership Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the LLC Interests while this Pledge Agreement is in effect.

“Loan Documents” : (a) the Loan Agreement and the “Loan Documents” defined in the Loan Agreement, (b) each other agreement, document, or instrument providing for, evidencing, guaranteeing, or securing an Obligation under the Loan Agreement, (c) any other document or instrument executed or delivered at any time in connection with Borrowers’ Indebtedness under the Loan Agreement, including any guaranty of or grant of Collateral to secure such Indebtedness, (d) any intercreditor or joinder agreement to which Secured Party are parties, and (e) each other agreement, document, or instrument providing for, evidencing, guaranteeing, or securing any debtor in possession financing provided by or consented to in writing by Secured Party in any Bankruptcy Event in which Borrowers or Pledgor is a debtor or the subject of such proceeding.

“Ownership Interests” : all of Pledgor’s right, title and status as a member, partner or limited partner in a Limited Liability Company, including Pledgor’s status as a “member” (as such term is defined in Section 18-101(11) of the Delaware LLC Act”).

“Partnership” : any Person identified in this Pledge Agreement as a partnership or recognized by the Laws pursuant to which it is organized as a partnership.

“Partnership Agreement” : as to any Partnership, its certificate of formation, if applicable, and partnership agreement or other Governing Documents, as each may be amended, supplemented or otherwise modified from time to time.

“Partnership Interest” : any partnership interest, economic interest, or other interest in a Partnership, including, without limitation, all rights to participate in the operation or management of the Partnerships and all rights to properties, assets, partnership interests and distributions (except as otherwise provided herein) under the Partnership Agreements in respect of such partnership interests or other interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Partnership Interests while this Pledge Agreement is in effect.

“Person” : any natural person, corporation, limited liability company, trust, business trust, joint venture, association, company, partnership, governmental authority, or other entity.

“Pledge Agreement” : this Pledge Agreement, as amended, supplemented or otherwise modified from time to time.

“Pledged Collateral” : the Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, and all Proceeds, other than the Excluded Collateral.

“Pledged LLC Interest” : any and all of Pledgor’s LLC Interests in the Limited Liability Companies set forth in Schedule I attached hereto and any Additional Pledged LLC Interest at any time pledged pursuant to Section S(e) , including, without limitation, all its rights to participate in the operation or management of the Limited Liability Companies and all its rights to properties, assets, member interests and distributions (except as otherwise provided herein) under the Limited Liability Company Agreements in respect of such LLC Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged LLC Interests while this Pledge Agreement is in effect.

“Pledged Partnership Interest” : any and all of Pledgor’s Partnership Interests in the Partnerships set forth in Schedule I attached hereto and any Additional Pledged Partnership Interest at any time pledged pursuant to Section S(e) , including, without limitation, all its rights to participate in the operation or management of the Partnerships and all its rights to properties, assets, partnership interests and distributions (except as otherwise provided herein) under the Partnership Agreements in respect of such Partnership Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged Partnership Interests while this Pledge Agreement is in effect.

“Pledged Stock’’ : any and all of Pledgor’s Capital Stock in the Corporations as set forth on Schedule I attached hereto, together with all stock certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged Stock while this Pledge Agreement is in effect, together with any Additional Pledged Stock at any time pledged pursuant to Section S(e) .

“Pledgor” : as defined in the Preamble hereto.

“Proceeds” : all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends, distributions or other income from the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests or collections thereon with respect thereto.

“Second Lien” : as defined in section 4(e) of this Agreement.

“Second Lien Pledge Agreement” : as defined in section 4(e) of this Agreement.

“Second Lien Secured Party” : as defined in section 4(e) of this Agreement.

“Secured Obligations” : all obligations of Holdings in favor of Secured Party arising under the Guaranty and Environmental Indemnity or otherwise in respect of Borrowers’ Indebtedness under the Loan Agreement.

“Securities Act” : the Securities Act of 1933, as amended.

“Security” : as defined in Article 8-102(15) of the UCC.

“UCC” : the Uniform Commercial Code from time to time in effect in the State of New York or, as the context requires, any other applicable jurisdiction.

2. Pledge; Grant of Security Interest . Subject to the terms hereof, each Pledgor hereby delivers, pledges and assigns, and transfers, as appropriate, to Secured Party all the Pledged Collateral in which it has any right, title or interest, and hereby grants to Secured Party a first priority security interest in the Pledged Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

3. Transfer Powers . Concurrently with the delivery to Secured Party of each certificate, if any, representing one or more shares of the Pledged Stock, Pledged LLC Interest or Pledged Partnership Interest which is a Security, Pledgor shall deliver an undated stock power or transfer power covering such certificate, duly executed in blank.


4.	Representations and Warranties . Pledgor represents and warrants that:

(a) the shares of Pledged Stock listed on Part A of Schedule I as owned by Pledgor, as supplemented from time to time, constitute all the issued and outstanding shares of all classes of the Capital Stock of the Borrowers owned by Pledgor and are represented by the certificates listed thereon;

(b) the Pledged LLC Interests listed on Part B of Schedule I as owned by Pledgor, as supplemented from time to time, constitute all the issued and outstanding LLC Interests of all classes of the Borrowers owned by Pledgor and are represented by the certificates listed thereon, and such Pledged LLC Interests are Securities governed by Article 8 of the UCC;

(c) the Pledged Partnership Interests listed on Part C of Schedule I as owned by Pledgor, as supplemented from time to time, constitute all the issued and outstanding Partnership Interests of all classes of the Borrowers owned by Pledgor and are represented by the certificates listed thereon, if such Pledged Partnership Interests are Securities;

(d) all the shares, units or other interests of the Pledged Stock, the Pledged LLC Interests and the Pledged Partnership Interests have been duly and validly issued and are fully paid and, to the extent that such shares are assessable by their nature, nonassessable;

(e) Pledgor is the record and beneficial owner of, and has title to, the Pledged Collateral pledged by it, free of any and all Liens or options in favor of any other Person, except the Lien created by this Pledge Agreement, and the second priority Lien (the “Second Lien”) in favor of Wells Fargo Bank, National Association Successor by Merger to Wachovia Bank, National Association, Successor by Merger to Congress Financial Corporation, as administrative and collateral agent for the Second Lien Lenders and for the Bank Product Providers (“Second Lien Secured Party”) pursuant to a Pledge Agreement in favor of Second Lien Secured Party, in form and substance acceptable to Secured Party (“Second Lien Pledge Agreement”);

(t) each of the Borrowers and Baltimore Pledgor is organized under the laws of a political subdivision of the United States;

(g) upon delivery to Secured Party of the certificates evidencing the Pledged Stock, the certificates evidencing the Pledged LLC Interests (to the extent constituting Securities), if any, or the certificates evidencing the Pledged Partnership Interests (to the extent constituting Securities), if any (and assuming the continuing possession by Secured Party of such certificates in accordance with the requirements of applicable law), the Liens granted pursuant to this Pledge Agreement in the Pledged Collateral evidenced by such certificates shall constitute perfected Liens in favor of Secured Party on the Pledged Collateral as collateral security for the Secured Obligations, which Liens will be prior to all other Liens on the Pledged Collateral of Pledgor;

(h) upon the filing of UCC-1 (or equivalent) financing statements in the jurisdictions referenced on Schedule II or in a supplement thereto, the Liens granted pursuant to this Pledge Agreement on that portion of the Pledged Collateral not perfected as described in Section 4(g) shall constitute perfected Liens in favor of Secured Party, on behalf and for the ratable benefit of Secured Party, on such Pledged Collateral as collateral security for the Secured Obligations, which Liens will be prior to all other Liens on such Pledged Collateral of Pledgor;

(i) the Pledged Partnership Interests (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not constitute investment company securities, (iii) are not held in a securities account (in each case within the meaning of Section 8-103(c) of the UCC), and (iv) are not by their terms a “security” under Article 8 of the UCC;

G) each Issuer of the Pledged LLC Interest has opted into Article 8 of the Delaware UCC pursuant to Section 8-103(c) of the Delaware UCC and such Pledged LLC Interests constitute Securities and each such Pledged LLC Interest is evidenced by a certificated security under the UCC which has been delivered to Secured Party pursuant to this Pledge Agreement and is being held by Secured Party in accordance with the terms of the Intercreditor Agreement.

(k) all consents of each member or partner in each Limited Liability Company or Pai1nership to the grant of the security interests provided hereby and to the transfer of the Pledged LLC Interests or Pledged Partnership Interests, as the case may be, to Secured Party or its designee pursuant to the exercise of any remedies under Section 8 have been obtained and are in full force and effect;

(l) Pledgor’s location (for purposes of Section 9-307 of the UCC) is the place specified for Pledgor on Schedule II and, for the four (4) months preceding the date hereof, Pledgor’s location has not been any place other than the place specified on Schedule II. Pledgor, if not a “registered organization” as defined in the UCC, is so designated on Schedule II and has only one place of business, the location of which is at the place specified for Pledgor on Schedule II; and

(m) (i) the exact legal name of Pledgor is as specified for Pledgor on Schedule II; and

(ii) Pledgor has not changed its legal name in the twelve (12) months preceding the date hereof.

5. Covenants . Pledgor hereby agrees that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full:

(a) If Pledgor shall, as a result of its ownership of any Pledged Collateral, become entitled to receive or shall receive any stock certificate, partnership interest certificate or membership interest certificate or similar certificate evidencing such interest (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution for, as a conversion of, or in exchange for any shares of any Pledged Collateral, or otherwise in respect thereof, Pledgor shall accept the same as Secured Party’s agent, hold the same as collateral in trust for Secured Party and deliver the same forthwith to Secured Party in the exact form received, and duly indorsed by Pledgor to Secured Party, if required, together with an undated stock or transfer power covering such certificate duly executed in blank and with, if Secured Party so requests, signature guaranteed, to be held by Secured Party, on behalf and for the ratable benefit of Secured Party, subject to the terms hereof as additional collateral security for the Secured Obligations. Any sums or other property paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any of the Borrowers, to the extent (i) not prohibited under the Loan Agreement, or (ii) otherwise approved by Secured Patty, may be retained by Pledgor and used for purposes not inconsistent with the Loan Documents (including, without limitation, permitted investments in new or existing Subsidiaries), and otherwise shall be paid over to Secured Party to be held by it hereunder on behalf and for the ratable benefit of Secured Party as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of any Pledged Collateral or any property shall be distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any of the Borrowers or pursuant to the reorganization thereof, the property so distributed, to the extent (i) not prohibited under the Loan Agreement, or (ii) otherwise approved by Secured Party, may be retained by Pledgor and used for purposes not inconsistent with the Loan Documents (including, without limitation, permitted investments in new or existing Subsidiaries), and otherwise, shall be delivered to Secured Party to be held by it subject to the terms hereof, as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Pledged Collateral shall be received by Pledgor and required to be paid to or delivered to Secured Party hereunder, Pledgor shall, until such money or property is paid or delivered to Secured Party, hold such money or property in trust for Secured Party and Secured Party segregated from other funds of Pledgor, as additional collateral security for the Secured Obligations.

(b) Without the prior written consent of Secured Party, Pledgor will not (i) vote to enable, or take any other action to permit, any of the Issuers to issue any stock or other equity

securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any of the Issuers, unless such securities are delivered to Secured Party, concurrently with the issuance thereof, to be held by Secured Party as Pledged Collateral, or are otherwise pledged to Secured Party hereunder, or

(ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, any Pledged Collateral, except as otherwise provided in the Loan Agreement and the Second Lien Pledge Agreement, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and the Second Lien, or (iv) enter into any agreement or undertaking restricting the right or ability of Pledgor or Secured Party to sell, assign or transfer any of the Pledged Collateral, other than pursuant to the Second Lien Pledge Agreement.

(c) Pledgor shall maintain the security interest created by this Pledge Agreement as a first priority, perfected security interest and shall defend such security interest against the claims and demands of all other Persons. At any time and from time to time, upon the written request of Secured Party, and at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Secured Party may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby and (ii) taking any actions necessary to enable Secured Party to take delivery of the Pledged Collateral or to obtain “control” (within the meaning of the UCC) with respect thereto. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Secured Party, duly endorsed in a manner satisfactory to Secured Party, to be held as Pledged Collateral pursuant to this Pledge Agreement.

(d) Pledgor covenants and agrees that with respect to all LLC Interests, including, without limitation, all Pledged LLC Interests, Pledgor shall at all times provide that (i) the LLC Interests shall constitute Securities and shall be governed by Article 8 of the UCC and (ii) the LLC Interests shall at all times be a certificated security evidenced by a security certificate under Article 8 of the UCC. Each of Pledgor, and by their signatures in the attached Acknowledgement and Consent, the Issuers, shall not, directly or indirectly, amend, modify or alter any of the Limited Liability Company Agreements or any of the other Governing Documents of any Limited Liability Company to opt out of Article 8 of the UCC or otherwise, directly or indirectly, to make the LLC Interests, including without limitation, the Pledged LLC Interests, no longer subject to Article 8 of the UCC. Within 30 days of the date hereof, Pledgor and Issuers shall deliver to Secured Party, in form and substance acceptable to Secured Party, an acknowledgement consenting to the provisions in the Pledge Agreement in favor of Secured Party with the delivery of the amended and restated Limited Liability Company Agreement with respect to the Issuers.

substantially in the form of Exhibit B to this Pledge Agreement, duly completed, adding such Equity Interests to Schedule I hereto, and (iii) promptly cause such Subsidiary to execute and deliver an acknowledgment and consent substantially in the form appended as Annex I to Exhibit B to this Pledge Agreement.

(f) Pledgor will not (i) without prior written notice to Secured Party, change its location (for purposes of Section 9-307 of the UCC) from that specified in Section 4(k),

(ii) without prior written notice to Secured Party, change its name, identity or structure or

(iii) unless prior written notice to such effect shall have been given and any filing under the UCC as Secured Party may reasonably request to maintain the perfected security interest granted hereto has been made, reorganize under the laws of another jurisdiction or as a different type of entity.

(g) Pledgor acknowledges and agrees that (i) to the extent each interest in any Partnership or Limited Liability Company controlled now or in the future by Pledgor and pledged hereunder is a Security, such interest shall be certificated, and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. Pledgor further acknowledges and agrees that with respect to any interest in any Limited Liability Company or Partnership controlled now or in the future by Pledgor and pledged hereunder that is not a Security Pledgor shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless Pledgor provides prior written notification to Secured Party of such election and such interest is thereafter represented by a certificate that is promptly delivered to Secured Party pursuant to the terms hereof.


6.	Cash Dividends: Voting Rights .

Unless an Event of Default shall have occurred and be continuing and Secured Party shall have given notice to Pledgor of Secured Party’s intent to exercise its corresponding rights pursuant to Section 7 below, Pledgor shall be permitted to receive all cash distributions and dividends paid in the normal course of business of the Issuers in respect of the Pledged Collateral, to the extent permitted under the Loan Agreement, and to exercise all voting, corporate (with respect to Pledged Stock), member (with respect to Pledged LLC Interests) and partnership (with respect to Pledged Partnership Interests) rights with respect to the Pledged Collateral.

Notwithstanding Section 60 , Pledgor agrees that no vote shall be cast or corporate, partnership or member right exercised or other action taken which would subordinate, invalidate, or eliminate the Liens granted hereunder or which would be inconsistent with or violate any provision of the Loan Agreement, this Pledge Agreement or any other Loan Document.


7.	Rights of Secured Party.

(a) After the occurrence and during the continuance of an Event of Default it is agreed that all Proceeds received by Pledgor hereunder consisting of cash, checks and other near-cash items shall be held by Pledgor in trust for Secured Party, segregated from other funds of Pledgors. Such Proceeds shall, promptly upon receipt by Pledgor, be (i) turned over to Secured Party in the exact form received by Pledgor (duly endorsed by Pledgor to Secured Party, if required) to be held by Secured Party during the continuance of such Event of Default or (ii) deposited into a Proceeds Reserve Account and, to the extent not prohibited under the Loan Documents, such amounts so deposited in a Proceeds Reserve Account may be used for purposes permitted under the Loan Documents. Any and all such Proceeds held by Secured Party or held by Pledgor in trust for Secured Party shall continue to be held as collateral

security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a) .

(b) If an Event of Default shall occur and be continuing and Secured Party shall give notice of its intent to exercise such rights to Pledgor: (i) Secured Party shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 8(a) , and (ii) at the request of Secured Party, all shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of Secured Party or its nominee, and Secured Party or its nominee may thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or company structure of any of the Issuers, or upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Subject to the foregoing, Secured Party hereby agrees that all shares of Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests, as the case may be, registered in the name of Secured Party pursuant to clause (ill of this Section 70 shall be re-registered in the respective Pledger’s name if such Event of Default is cured prior to acceleration or is waived and no Event of Default is then continuing.

(c) The rights of Secured Party hereunder shall not be conditioned or contingent upon the pursuit by Secured Party of any right or remedy against any of the Borrowers or against any other Person which may be or become liable in respect of all or any part of any of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Secured Party shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of Pledger or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof.


8.	Remedies .

(a) If an Event of Default shall have occurred and be continuing, at any time at Secured Party’s election, Secured Party may apply all or any part of the Proceeds of the Pledged Collateral in payment of the Secured Obligations as specified in the Loan Agreement.

(b) If an Event of Default shall occur and be continuing, Secured Party may exercise, in addition to all other rights and remedies granted to it in this Pledge Agreement, the Loan Documents (including all of the Security Instrument) and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a

secured party under the UCC. In such circumstances, without limiting the generality of the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, any of the Issuers or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted under the governing law specified in the Loan Agreement), may transfer all or any part of the Pledged Collateral into Secured Party’s name or the name of its nominee or nominees, and/or may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk and/or may take such other actions as may be available under applicable law. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Secured Party shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Secured Party and the other Secured Party arising out of the exercise by Secured Party hereunder, including, without limitation, documented fees and disbursements of counsel, to the payment in whole or in part of the Secured Obligations, in such order as is provided in Section 8(a) , and only after such application and after the payment by Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615 of the UCC, need Secured Party account for the surplus, if any, to Pledgor, subject to the rights, if any, of Second Lien Secured Party under the Intercreditor Agreement of even date herewith. To the extent permitted by Applicable Law, Pledgor waives all claims, damages and demands it may acquire against Secured Party or any other Secured Party arising out of the exercise by Secured Party or any other Secured Party of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) business days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations (including the fees and disbursements of counsel employed by Secured Party to collect such deficiency to the extent provided therefor in Section 19.12 of the Loan Agreement).


9.	Registration Rights; Private Sales .

(a) If Secured Party shall determine to exercise its right to sell any or all of the shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to Section 8 hereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of Secured Party it is necessary or advisable to have the Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, Pledgor will cause any or all of the Issuers to (i) execute and deliver, and cause the

officers of such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of Secured Party, necessary or advisable to register the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor agrees to cause the Issuers to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which Secured Party shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 1l(a) of the Securities Act.

(b) Pledgor recognizes that Secured Party may be unable to effect a public sale of any or all the Pledged Collateral, by reason of ce1tain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Secured Party than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Secured Party shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuers would agree to do so.

(c) Pledgor further agrees to use its reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Pledge Agreement valid and binding and in compliance with any and all other applicable Requirements of Law. Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Secured Party and Secured Party, that Secured Party and Secured Party have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Loan Agreement.

10. Irrevocable Authorization and Instruction to Issuers . Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by it from Secured Party in writing that

(a) states that an Event of Default has occurred and is continuing and (b) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from Pledgor, and Pledgor agrees that each Issuer shall be fully protected in so complying.


11.	Agent’s Appointment as Attorney-in-Fact .

(a) Pledgor hereby irrevocably constitutes and appoints Secured Party and any officer or agent of Secured Pa1ty, with full power of substitution, as its true and lawful attorney-in-fact

with full irrevocable power and authority in the place and stead of Pledgor and in the name of Pledgor or in Secured Party’s own name, from time to time in Secured Party’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Pledge Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer.

(b) Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 1l(a) . All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the security interest created hereby is released.

(c) The power of attorney conferred hereby on Secured Party is solely to protect, preserve and realize upon its security interest in the Pledged Collateral. This power of attorney shall neither create any agency on the part of Secured Party in favor of Pledgor, nor any fiduciary obligations or relationship on the part of any Secured Party for the benefit of Pledgor.

(d) Anything in this Section 11 to the contrary notwithstanding, Secured Party agrees that it will not exercise any rights provided for in this Section 11 unless an Event of Default has occurred and is continuing.

12. Limitation on Duties Regarding Pledged Collateral . Secured Party’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Secured Party deals with similar securities and property for its own account, except that Secured Party shall have no obligation to invest Proceeds held in any deposit or securities account and may hold the same as demand deposits. None of Secured Party, or any of its respective trustees, directors, officers, employees, agents, servicers or advisors shall be liable for failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on Secured Party hereunder are solely to protect Secured Party’s interests in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Secured Party shall be accountable only for amounts that it actually receive as a result of the exercise of such powers, and neither it nor any of its trustees, servicers, officers, directors, employees, agents or advisors shall be responsible to Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

13. Authorization of Financing Statements . Pledgor hereby authorizes Secured Party to file financing statements with respect to the Pledged Collateral in such form and in such filing offices as Secured Party reasonably determines appropriate to perfect the security interests of Secured Party under this Pledge Agreement.

14. Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Pledged Collateral are irrevocable and powers coupled with an interest.

15. Notices . (a) Notices, requests and demands to or upon Secured Party shall be effected in the manner set forth in Section 6.9 of the Seventeenth Amendment, and (b) notices, requests and demands to or upon any other Pledgor shall be effected in the manner set forth in the applicable Guaranty Agreement.

16. Authority of Secured Party . Pledgor acknowledges that the rights and responsibilities of Secured Party under this Pledge Agreement with respect to any action taken by Secured Party or the exercise or non-exercise by Secured Party of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the securitization trusts which comprise Secured Party, be governed by the intercreditor agreement between such trusts and by such other agreements with respect thereto as may exist from time to time among them, but, as between Secured Party and Pledgors, Secured Party shall be conclusively presumed to be acting as agent for Pledgors with full and valid authority so to act or refrain from acting, and neither Pledgors nor any Issuer shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

17. Severability . Any provision of this Pledge Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. Paragraph Headings . The paragraph headings used in this Pledge Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

19. No Waiver; Cumulative Remedies . Secured Party shall not by any act (except by a written instrument pursuant to Section 20 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

20. Waivers and Amendments; Successors and Assigns; Governing Law . None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Pledgor and Secured Party, provided that any provision of this Pledge Agreement may be waived by Secured Party in a letter or agreement executed by Secured Party or by electronic or facsimile transmission from Secured Party. This Pledge Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of Secured Party and Secured Party and their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


21.	Termination and Release .

(a) This Pledge Agreement (and all of Secured Pa1iy’s rights hereunder), the security interest granted in the Pledged Collateral and all other security interests granted hereby shall terminate when all the Secured Obligations have been paid in full (other than inchoate claims in respect of indemnities or other contingent obligations under the Loan Documents that are not then due and payable and which are expressly stated therein to survive payment in full).

(b) In connection with any termination or release pursuant to paragraph (a) above, Secured Party shall promptly execute and deliver to Pledgor, at Pledgor’s expense, all Uniform Commercial Code termination statements and similar documents that Pledgor shall reasonably request to evidence such termination or release, and will duly assign and transfer to Pledgor such of the Pledged Collateral that may be in the possession of Secured Party and has not therefore been sold or otherwise applied or released pursuant to this Pledge Agreement, subject to the rights of Second Lien Secured Party under the Intercreditor Agreement executed concurrently herewith. Any execution and delivery of documents pursuant to this Section 21 shall be without recourse to or representation or warranty by Secured Party. Pledgor shall reimburse Secured Party upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 21 .


22.	[Intentionally Omitted.]


23.	Submission to Jurisdiction; Waivers . Pledgor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Pledge Agreement and the other Financing Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Pledgor at its address set forth in the Guaranty, or at such other address of which Secured Party shall have been notified pursuant thereto; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

24. Waiver of Certain Damages . Pledgor and Secured Party (on behalf of itself and each Secured Party) hereby waives, to the maximum extent not prohibited by Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to in Section 23 any special, exemplary, punitive or consequential damages.

25. WAIVER OF JURY TRIAL. PLEDGOR AND SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN .

26. Counterparts . This Pledge Agreement may be executed by one or more of the parties to this Pledge Agreement on any number of separate counterparts (including by facsimile transmission or electronic mail transmission in portable document format of signature pages hereto), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an

Executed signature page of this Pledge Agreement by facsimile transmission or by electronic mail in portable document format shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Pledge Agreement signed by all the parties shall be lodged with the Secured Party.

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGOR:

BLUELINX HOLDINGS INC., a Delaware Corporation

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice President, General Counsel and Secretary

ABP MD (BALTIMORE) LLC, a Delaware Limited Liability Company

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice President, General Counsel and Secretary

ACKNOWLEDGED AND AGREED:

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 PASS-TRHOUGH CERTIFICATES, SERIES 2006-4

By: LNR Partners, LLC, a Florida Limited Liability Company, as Attorney-in-Fact

By: /s/ Arnold Shulkin

Name: Arnold Shulkin

Title: Vice President

ACKNOWLEDGMENT AND CONSENT

The undersigned, the Issuers referred to in the Pledge Agreement, dated the 24th day of March, 2016, to be effective as of the 1st day of March, 2016, by and among Pledgor and 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, in its capacity as Secured Party (the “Pledge Agreement” ), hereby acknowledge receipt of a copy of the Pledge Agreement and agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to them, including without limitation, Section 5(d) of the Pledge Agreement. The undersigned agree to notify Secured Party promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement. The undersigned further agree that the terms of Section 9(c) of the Pledge Agreement shall apply to them, mutatis mutandis, with respect to all actions that may be required of them under or pursuant to or arising out of Section 10 of the Pledge Agreement.

ISSUERS:



ABP AL (MIDFIELD) LLC	ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC	ABP CA (NATIONAL CITY) 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) LLC	ABP MI (GRAND RAPIDS) LLC
ABP MD (BALTIMORE) SUBSIDIARY LLC	ABP MN (MAPLE GROVE) LLC
ABP MI (DETROIT) 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 LA (NEW ORLEANS) LLC	ABP NY (YAPHANK) LLC



ADP OH (TALMADGE) LLC	ABP OK (TULSA) LLC
ABP PA (STANTON) LLC	ABP PA (ALLENTOWN) LLC
ABP TN (MEMPHIS) LLC	ABP SC (CHARLESTON) LLC
ABP TX (EL PASO) LLC	ABP TN (ERWIN) LLC
ABP TX (HARLINGEN) LLC	ABP TN (MADISON) LLC
ABP TX (LUBBOCK) LLC	ABP TX (FORT WORTH) LLC
ABP VA (RICHMOND) LLC	ABP TX (HOUSTON) LLC
ABP VT (SHELBURNE) LLC	ABP TX (SAN ANTONIO) LLC
	ABP VA (VIRGINIA BEACH) LLC
	ABP WI (WAUSAU) LLC

Each entity listed above, each a Delaware limited liability company

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice President and General Counsel

Exhibit 10.36

ELEVENTH AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

ELEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND

SECURITY AGREEMENT, dated as of March 10, 2016 (this “Amendment No. 11”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent” as hereinafter further defined), BlueLinx Corporation, a Georgia corporation, successor by merger to the merger of BlueLinx Services Inc., a Georgia corporation, with and into BlueLinx Corporation with BlueLinx Corporation as the surviving corporation of such merger (“BlueLinx”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx, each individually a “Borrower” and collectively, “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”) and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”, and together with BFH1, each individually a “Guarantor” and collectively, “Guarantors”).

W I T N E S S E T H :

WHEREAS, Agent, the parties to the Loan Agreement as lenders (collectively, “Lenders”), Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Agent, Lenders, Borrowers and Guarantors, as amended by First Amendment to Amended and Restated Loan and Security Agreement, dated as of October 22, 2008, Second Amendment to Amended and Restated Loan and Security Agreement, dated as of July 7, 2010, Third Amendment to Amended and Restated Loan and Security Agreement, dated as of May 10, 2011, Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 11, 2011, Fifth Amendment to Amended and Restated Loan and Security Agreement and Lender Joinder, dated as of March 29, 2013, Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of June 28, 2013, Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of March 14, 2014, Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of July 8, 2014, Ninth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 14, 2014, and Tenth Amendment to Amended and Restated Loan and Security Agreement, dated as of February 18, 2015 (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing Agreements”);

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders, as an accommodation and an interim measure to a restructuring of the Credit Facility, agree to certain revisions to the Loan Agreement to provide Borrowers with additional loan availability before the closing of such restructuring of the Credit Facility;

WHEREAS, the parties hereto desire to enter into this Amendment No. 11 to evidence and effectuate such amendments under the Loan Agreement, in each case subject to the terms and conditions and to the extent set forth herein;

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. Amendments .

1.1 Additional Definition . As used herein or in the Loan Agreement or in any of the other Financing Agreements, the following term shall have the meaning set forth below and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, the following definition:

“ Amendment No. 11 ” shall mean the Eleventh Amendment to Amended and Restated Loan and Security Agreement, dated as of March 10, 2016, by and among Agent, Borrowers, Guarantors and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.


1.2	Amendments to Definitions .

(a) All references to “Applicable NOLV Percentage” in the Loan Agreement and other Financing Agreements are hereby deleted.

(b) All references to “Borrowing Base” in the Loan Agreement and other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Borrowing Base” shall mean, at any time, the amount equal to:

a. 87.5% of the Net Amount of Eligible Accounts; provided, however, such percentage shall be reduced by one percentage point for each percentage point (or fraction thereof) by which Dilution exceeds 3%, plus

b. the amount equal to the lesser of (a) 70% (or 75% during the Seasonal Period) of the sum of: (i) the Value of Eligible Inventory, (ii) the Value of Eligible Domestic In-Transit Inventory, (iii) the Value of Eligible International In-Transit Inventory and (iv) the Value of Eligible Re-Load Inventory, and (b) 85% multiplied by the sum of the Net Orderly Liquidation Value of Eligible Inventory, Eligible Domestic

In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory; provided , that , (i) the commencement of the “high selling season” advance rates set forth in the most recent inventory appraisal delivered to Agent in accordance with the terms of Section 7.3 hereof shall apply from March 10, 2016 through the last day of the “high selling season” in such inventory appraisal, and thereafter the commencement of the “high selling season” and the “low selling season” advance rates set forth in the most recent inventory appraisal delivered from time to time in accordance with the terms of Section 7.3 hereof shall apply on the dates set forth in such appraisal, and (ii) Revolving Loans outstanding with respect to Eligible Domestic In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory shall not exceed, in the aggregate at any one time outstanding, $85,000,000, minus


c.	the sum of all Reserves.

1.3 Interpretation . Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

Section 2. Amendment to Loan Agreement . A new Section 9.24 of the Loan Agreement is hereby amended as follows:

“9.24 Excess Availability . Borrowers shall at all times maintain Excess Availability of not less than $35,000,000.

Section 3. Representations and Warranties . Borrowers and Guarantors, jointly and severally, represent and warrant with and to Agent and Lenders as follows, which representations and warranties, together with the representations and warranties in the other Financing Agreements, shall survive the execution and delivery hereof, and the truth and correctness thereof, in all material respects, being a continuing condition of the making of any Loans by Lenders (or Agent on behalf of Lenders) or the issuance of any Letter of Credit Accommodations to Borrowers:

3.1 This Amendment No. 11 has been duly authorized, executed and delivered by all necessary action on the part of Borrowers and Guarantors which are a party hereto and is in full force and effect as of the date hereof, as the case may be, and the obligations of Borrowers or Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

3.2 All of the representations and warranties set forth in the Loan Agreement as amended hereby, and the other Financing Agreements, are true and correct in all material respects after giving effect to the provisions of this Amendment No. 11, except to the extent any such representation or warranty is made as of a specified date, in which

case such representation or warranty shall have been true and correct in all material respects as of such date.

3.3 After giving effect to the provisions of this Amendment No. 11, no Default or Event of Default exists or has occurred and is continuing.

Section 4. Conditions Precedent . Concurrently with the execution and delivery hereof, and as a further condition to the effectiveness of this Amendment No. 11 and the agreement of Agent to the modifications and amendments set forth in this Amendment No. 11:

4.1 Agent shall have received an executed copy of an original or executed original counterparts of this Amendment No. 11 by electronic mail or facsimile (with the originals to be delivered within five (5) Business Days after the date hereof), duly authorized, executed and delivered by each Borrower and Guarantor;

4.2 each Borrower and Guarantor shall deliver, or cause to be delivered, to Agent a true and correct copy of any consent, waiver or approval to or of this Amendment No. 11, which any Borrower or Guarantor is required to obtain from any other Person, and such consent, approval or waiver shall be in a form and substance satisfactory to Agent in its good faith determination;

4.3 Agent shall have received approvals of all Lenders required to consent to the amendments to the Loan Agreement and the other Financing Agreements, set forth in this Amendment No. 11;

4.4 Agent shall have received, in form and substance satisfactory to Agent, a Borrowing Base Certificate consistent with Agent’s customary procedures and practices so as to obtain current results as of the date hereof;

4.5 all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended by this Amendment No. 11, shall be true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; and

4.6 after giving effect to the amendment contemplated by this Amendment No. 11, no Default or Event of Default shall exist or have occurred and be continuing.

Section 5. Effect of this Amendment No. 11 . Except as expressly set forth herein, no other amendments, changes or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof and Borrowers and Guarantors shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 11 or with respect to the subject matter of this Amendment No. 11. To the extent of conflict between the terms of this Amendment No. 11 and the other Financing Agreements, the terms of this Amendment No. 11 shall control. The Loan Agreement and this Amendment No. 11 shall be read and construed as one agreement.

Section 6. Further Assurances . Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes set forth in this Amendment No. 11.

Section 7. Governing Law . The validity, interpretation and enforcement of this Amendment No. 11 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 8. Binding Effect . This Amendment No. 11 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Agent and Lenders and their respective successors and assigns.

Section 9. Waiver, Modification, Etc. No provision or term of this Amendment No. 11 may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

Section 10. Entire Agreement . This Amendment No. 11 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

Section 11. Headings . The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 11.

Section 12. Counterparts . This Amendment No. 11 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 11 by telefacsimile or other electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 11. Any party delivering an executed counterpart of this Amendment No. 11 by telefacsimile or other electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment No. 11.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 11 to be duly executed and delivered by their authorized officers as of the day and year first above written.

BORROWERS

BLUELINX CORPORATION

By: /s/ Shyam K. Reddy

Title: Senior Vice President

BLUELINX FLORIDA LP

By: BlueLinx Florida Holding No 2 Inc.,

its General Partner

By: /s/ Shyam K. Reddy

Title: Senior Vice President

GUARANTORS

BLUELINX FLORIDA HOLDING NO. 1 INC.

By: /s/ Shyam K. Reddy

Title: Senior Vice President

BLUELINX FLORIDA HOLDING NO. 1 INC.

By: /s/ Shyam K. Reddy

Title: Senior Vice President

AGENTS AND LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Revolving

Loan Lender and Tranche A Loan Lender

By: /s/ Thomas A. Martin

Title: Vice President

BANK OF AMERICA, N.A., as Joint Lead Arranger, Bookrunner, and a

Documentation Agent and as a Revolving Loan Lender and Tranche A Loan Lender

By: /s/ Douglas Cowan

Title: Senior Vice President

J.P. MORGAN CHASE, N.A., as a Documentation Agent

and as a Revolving Loan Lender

By: /s/ Eric A. Anderson

Title: Authorized Officer

REGIONS BANK, as Syndication Agent and as a Joint Bookrunner

and as a Revolving Loan Lender

By: /s/ Kathy Myers

Title: Vice President

TD BANK, N.A., as a Revolving Loan Lender

By: /s/ Dana P. Wedge

Title: Senior Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Revolving Loan Lender

By: /s/ Scott Goldstein

Title: Senior Vice President

Exhibit 10.37

TWELFTH AMENDMENT TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

TWELFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of March 24, 2016 (this “Amendment No. 12”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative and collateral agent for the Lenders (as hereinafter defined) pursuant to the Loan Agreement defined below (in such capacity, “Agent” as hereinafter further defined), BlueLinx Corporation, a Georgia corporation, successor by merger to the merger of BlueLinx Services Inc., a Georgia corporation, with and into BlueLinx Corporation with BlueLinx Corporation as the surviving corporation of such merger (“BlueLinx”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx, each individually a “Borrower” and collectively, “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”) and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”), and together with BFH1, each individually a “Corporate Guarantor” and collectively, “Corporate Guarantors”) and BlueLinx Holdings Inc., a Delaware corporation (“Parent Guarantor”).

W I T N E S S E T H :

WHEREAS, Agent, the parties to the Loan Agreement as lenders (collectively, “Lenders”), Borrowers and Corporate Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Agent, Lenders, Borrowers and Corporate Guarantors, as amended by First Amendment to Amended and Restated Loan and Security Agreement, dated as of October 22, 2008, Second Amendment to Amended and Restated Loan and Security Agreement, dated as of July 7, 2010, Third Amendment to Amended and Restated Loan and Security Agreement, dated as of May 10, 2011, Fourth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 11, 2011, Fifth Amendment to Amended and Restated Loan and Security Agreement and Lender Joinder, dated as of March 29, 2013, Sixth Amendment to Amended and Restated Loan and Security Agreement, dated as of June 28, 2013, Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of March 14, 2014, Eighth Amendment to Amended and Restated Loan and Security Agreement, dated as of July 8, 2014, Ninth Amendment to Amended and Restated Loan and Security Agreement, dated as of August 14, 2014, Tenth Amendment to Amended and Restated Loan and Security Agreement, dated as of February 18, 2015, and Eleventh Amendment to Amended and Restated Loan and Security Agreement, dated as of March 10, 2016 (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing Agreements”);

WHEREAS, Borrowers and Corporate Guarantors and Parent Guarantor have requested that Agent and Lenders (a) waive the requirement under Section 9.23 of the Loan Agreement that, on or before May 1, 2016, Borrowers raise Additional Investments of not less than $35,000,000, (b) extend the Final Maturity Date, (c) extend the Tranche A Loan Maturity Date and (d) enter into certain other amendments to the Loan Agreement;

WHEREAS, the parties hereto desire to enter into this Amendment No. 12 to evidence and effectuate such amendments under the Loan Agreement, in each case subject to the terms and conditions and to the extent set forth herein;

Section 1. Amendments .

1.1 Additional Definitions . As used herein or in the Loan Agreement or in any of the other Financing Agreements, the following terms shall have the meanings set forth below and the Loan Agreement and the other Financing Agreements shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions:

“ Amendment No. 12 ” shall mean the Twelfth Amendment to Amended and Restated Loan and Security Agreement, dated as of March 24, 2016, by and among Agent, Borrowers, Corporate Guarantors, Parent Guarantor and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“ CMBS Facility Documents ” shall mean, collectively, (a) the Pooling and Servicing Agreement, dated as of August 1, 2006, originally among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Mortgage Loan Special Servicer, as special servicer, and Wachovia Fargo Bank, N.A., as trustee, with respect to the Commercial Mortgage Pass-Through Certificates, Series 2006-C27 in the original amount of $3,079,909,568, and the agreements, documents and instruments executed and delivered in connection therewith, and (b) the Pooling and Servicing Agreement, dated as of August 1, 2006, originally among Banc of America Commercial Mortgage Inc., as depositor, Bank of America, National Association, as sponsor and master servicer, Mortgage Loan Special Servicer, as special servicer, and Wachovia Fargo Bank, N.A., as trustee, with respect to the Commercial Mortgage Pass-Through Certificates, Series 2006-4 in the original amount of $2,461,546,000, and the agreements, documents and instruments executed and delivered in connection therewith, as the such documents in clauses (a) and (b) now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

“ Consultant ” shall mean FTI Consulting, Inc. and any replacement or successor consulting firm reasonably approved by Agent and Required Super-Majority Lenders.

“ Consulting Agreement ” shall mean the agreement between Consultant and BlueLinx, as such agreement may be amended, modified or supplemented.

“ Financial Covenant Compliance Excess Availability ” shall mean during the following months the amount of Excess Availability set forth next to such month periods:



Measurement Period	Excess Availability
March 24, 2016 through and including March 31, 2016		$35,000,000
April 1, 2016 through and including April 30, 2016		$35,500,000
May 1, 2016 through and including May 31, 2016		$36,000,000
June 1, 2016 through and including June 30, 2016		$36,500,000
July 1, 2016 through and including July 31, 2016		$37,000,000
August 1, 2016 through and including August 31, 2016		$37,500,000
September 1, 2016 through and including October 31, 2016		$38,000,000
November 1, 2016 through and including January 15, 2017		$35,000,000
January 16, 2017 through and including February 4, 2017		$37,000,000
February 5, 2017 and all times thereafter		$39,000,000

“ Inventory Loan Amount ” shall mean (a) from March 24, 2016 through September 30, 2016, $175,000,000, (b) from October 1, 2016 and at all times thereafter, $150,000,000; provided , that , (i) for the calendar year 2017 and each calendar year thereafter, during April 1 through September 30 of any such calendar year, the Inventory Loan Limit shall be $175,000,000 and (ii) Revolving Loans outstanding with respect to Eligible Domestic In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory shall not in the aggregate at any one time exceed $45,000,000.

“ Mortgage Lenders ” shall mean, collectively, (a) the U.S. Bank National Association, as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27 and (b) 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, successors in interest to German American Capital Corporation, and their respective permitted successors and assigns.

“ Mortgage Loan ” shall mean the loan made by Mortgage Lenders to Mortgage Loan Borrowers in the original principal amount of $295,000,000 in accordance with the Mortgage Loan Agreement and the other Mortgage Loan Documents.

“ Mortgage Loan Agreement ” shall mean the Loan and Security Agreement, dated June 9, 2006, among Mortgage Loan Borrowers and the Mortgage Lenders, as amended through the Seventeenth Amendment to Loan and Security Agreement, dated as of March 24, 2016, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Mortgage Loan Borrowers ” shall mean the SPE Propcos from time to time party to the Mortgage Loan Agreement as borrowers.

“ Mortgage Loan Default ” shall mean a “Default” as such term is defined in the Mortgage Loan Agreement.

“ Mortgage Loan Documents ” shall mean, collectively (as the same may be amended, modified, supplemented extended, renewed, restated or replaced): (a) the Mortgage Loan Agreement, (b) the Mortgage Loan Notes, (c) the SPE Mortgages, (d) the Mortgage Loan Guaranty, (e) the Mortgage Loan Pledge Agreement, (f) the SPE Master Lease, and (g) the agreements, documents and instruments set forth on Exhibit E hereto.

“ Mortgage Loan Event of Default ” shall mean an “Event of Default” as such term is defined in the Mortgage Loan Agreement.

“ Mortgage Loan Guaranty ” shall mean the Guaranty of Recourse Obligations, dated June 9, 2006, by Parent Guarantor in favor of Mortgage Lenders, as amended by the Seventeenth Amendment to Loan and Security Agreement, dated as of March 24, 2016, as the same be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Mortgage Loan Notes ” shall mean, collectively (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time): (a) the Amended, Restated and Consolidated Note A-1, dated June 9, 2006, made by SPE Propcos, as maker, in favor of Mortgage Lenders, as payee, in the principal amount of $147,500,000 and (b) the Amended, Restated and Consolidated Note A-2, dated June 9, 2006, made by SPE Propcos, as maker, in favor of Mortgage Lenders, as payee, in the principal amount of $147,500,000.

“ Mortgage Loan Pledge Agreement ” shall mean the Pledge Agreement, dated March 24, 2016, by Parent Guarantor in favor of Mortgage Lenders with respect to the pledge of the equity interests of Parent Guarantor in the SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Mortgage Loan Special Servicer ” shall mean LNR Properties, LLC., a Florida limited liability company, any replacement special servicer appointed pursuant to the Mortgage Loan Agreement, its permitted successors and assigns.

“ Parent Guarantee ” shall mean the Limited Recourse Guarantee, dated March 24, 2016, by Parent Guarantor in favor of Agent and Lenders, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Parent Pledge Agreement ” shall mean the Pledge Agreement, dated March 24, 2016, by Parent Guarantor in favor of Agent and Lenders with respect to the equity interests of Parent Guarantor in the SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Permitted Mortgage Loan Refinancing ” shall mean the incurrence of Indebtedness by the SPE Propcos to refinance then outstanding amount of the Mortgage Loan; provided , that , Parent Guarantor shall, or shall cause SPE Propcos to, satisfy each of the following conditions as determined by Agent in good faith: (a) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (b) the principal amount of such Indebtedness that is in excess of the then outstanding amount of the Mortgage Loan shall be in an amount not less than $50,000,000, unless otherwise agreed to by Agent, (c) upon Agent’s request, Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (d) the Indebtedness shall not include terms and conditions with respect to the SPE Propcos which are, taken as a whole, materially more burdensome or restrictive than those included in the Mortgage Loan as reasonably determined by the Agent, (e) such Indebtedness shall be incurred by SPE Propcos in a bona fide arm’s length transaction and on terms and conditions that are commercially reasonable, (f) on and after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, no Default or an Event of Default shall exist or have occurred and be continuing, (g) the SPE Agreement shall continue in full force and effect; and (h) Parent Guarantor shall not permit SPE Propcos to, directly or indirectly, (i) amend, modify, alter or change any of the material terms of such Indebtedness as in effect on the date of the incurrence of such Indebtedness in accordance

with the terms and conditions hereof, except, that, Parent Guarantor may, after prior written notice to Agent, permit the SPE Propcos to amend, modify, alter or change the terms thereof so long as any such amendment, modification, alteration or change does not result in terms that, taken as a whole, are materially more burdensome or less favorable than the terms of such Indebtedness as in effect on the date such Indebtedness is incurred pursuant hereto as reasonably determined by the Agent, or (ii) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except as permitted by Section 9.24 hereof and (i) Parent Guarantor shall, and shall cause SPE Propcos, to furnish to Agent copies of all material notices or demands in connection with such Indebtedness received by Parent Guarantor or any SPE Propco or on its behalf promptly after the receipt thereof or sent by Parent Guarantor or any SPE Propco on its behalf concurrently with the sending thereof, as the case may be.

“ Permitted SPE Property Sale ” shall mean a sale (including a sale leaseback transaction) of all or substantially all of the SPE Properties in one or more series of transactions; provided , that , Parent Guarantor shall satisfy each of the following conditions as determined by Agent in good faith: (a) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to sell such SPE Properties, together with the purchase price of such SPE Properties, and such other information with respect thereto as Agent may reasonably request, (b) the purchase price for the SPE Properties subject to such sale shall be in an amount not less than the sum of (i) the then outstanding amount of the Mortgage Loan plus (ii) $50,000,000, unless otherwise agreed to by Agent, (c) on and after giving effect to such sale or sale leaseback and the use of proceeds thereof, no Default or an Event of Default shall exist or have occurred and be continuing, and (d) in connection with a sale-leaseback transaction, Agent shall have received, in form and substance satisfactory to Agent, a Collateral Access Agreement.

“ Permitted SPE Property Reinvestment ” shall mean a loss or damage to, or condemnation of, any SPE Property that results in proceeds of insurance or an award in an amount equal to or less than $500,000, which proceeds are used by the applicable SPE Propco to fund the repair or replacement of such damaged or condemned SPE Property; provided , that , (a) upon the repayment of all outstanding Indebtedness arising under the Mortgage Loan pursuant to a Permitted Mortgage Loan Refinancing or a Permitted SPE Property Sale, no Default or Event of Default exists or has occurred and is continuing, and (b) the repair or replacement of such SPE Property will be diligently pursued to satisfactory completion of such SPE Property that is at least equal in value and of substantially the same character as the SPE Property prior to such loss or condemnation.

“ Required Ultra Super-Majority Lenders ” shall mean, at any time, those Revolving Loan Lenders, other than Sponsor Affiliate Lenders, whose Pro Rata Shares aggregate ninety percent (90%) or more of the aggregate of the Revolving Loan Commitments of all Revolving Loan Lenders other than Sponsor Affiliate Lenders provided, that, at any time there are 2 or more Lenders, “Required Ultra Super-Majority Lenders” must include at least 2 Lenders (who are not Affiliates of one another).

“ SPE Agreement ” shall mean the Agreement with respect to Special Purpose Entities, dated March 24, 2016, by Parent Guarantor in favor of Agent and Lenders, as acknowledged by SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ SPE Intercreditor Agreement ” shall mean the Equity Pledge Intercreditor Agreement, dated as of March 24, 2016, among Agent, Mortgage Loan Special Servicer, Borrowers, Corporate Guarantors, Parent Guarantor and SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ SPE Mortgages ” shall mean mortgages and deeds of trust by each Mortgage Loan Borrower in favor of Mortgage Lenders with respect to the SPE Property, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ SPE Propcos ” shall mean all single purposes entity limited liability companies now or hereafter owned by Parent Guarantor, including, without limitation the existing limited liability companies set forth on Schedule 1.3 hereto.

“ SPE Property ” shall mean, as to any SPE Propco, any now owned or hereafter acquired real or personal property of such SPE Propco.

“ Specified Mortgage Loan Covenants ” shall mean (a) Sections 5.1.2, 5.1.3, 5.1.4, 5.1.5, 5.1.6, 5.1.7, 5.1.8, 5.1.9, 5.1.11, 5.1.12, 5.1.13, 5.1.17, 5.1.19, 5.1.20, 5.1.21, 5.2.3, 5.2.4, 5.2.5, 5.2.6, 5.2.7, 5.2.9, 5.2.10, 5.2.11, 5.2.12, 5.2.13, 5.2.14, 5.2.18, 5.2.19, 5.2.20, 5.2.21, Article VI, Article VII, Section 8.1, 8.3, 8.4, 8.6, 8.7.3, Article X, Section 11.1 and Sections 12.2 and 12.3 of the Mortgage Loan Agreement, (b) Sections 5.1.18, 5.2.1 and 5.2.2 of the Mortgage Loan Agreement, other than in connection with a Permitted Mortgage Loan Refinancing or a refinancing of a SPE Property, in each case in accordance with Section 9.24(b)(ii) hereof and (c) Sections 5.2.8. 5.2.17 and 8.2 of the Mortgage Loan Agreement, other than in connection with a Permitted SPE Property Sale or a sale of any SPE Property, in each case in accordance with Section 9.24(b)(iii) hereof.

1.2 Amendments to Definitions .

(a) All references to “Affiliate Lease” in the Loan Agreement and other Financing Agreements shall be deemed and each such reference is hereby redesignated “SPE Master Lease” and replaced with the following:

“SPE Master Lease” shall mean the Amended and Restated Master Lease Agreement, dated as of June 9, 2006, by and among BlueLinx, as lessee, and ABP AL (MIDFIELD) LLC, a Delaware limited liability company, and the other SPE Propcos, as amended through the Thirteenth Amendment to Amended and Restated Master Lease Agreement, dated March 24, 2016, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced.

(b) All references to “Applicable NOLV Percentage” in the Loan Agreement and other Financing Agreements are hereby deleted.

(c) All references to “Borrowing Base” in the Loan Agreement and other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Borrowing Base” shall mean, at any time, the amount equal to:

(a) 87.5% of the Net Amount of Eligible Accounts; provided, however, such percentage shall be reduced by one percentage point for each percentage point (or fraction thereof) by which Dilution exceeds 3%, plus

(b) the amount equal to the lesser of: (i) sum of:

(A) the lesser: (1) 70% (or 75% during the Seasonal Period) of the Value of Eligible Inventory and (2) 85% multiplied by the sum of the Net Orderly Liquidation Value of Eligible Inventory, plus

(B) the lesser: (1) 70% (or 75% during the Seasonal Period) of the Value of Eligible Domestic In-Transit Inventory and (2) 85% multiplied by the sum of the Net Orderly Liquidation Value of Eligible Domestic In-Transit Inventory, plus

(C) the lesser: (1) 70% (or 75% during the Seasonal Period) of the Value of Eligible International In-Transit Inventory and (2) 85% multiplied by the sum of the Net Orderly Liquidation Value of Eligible International In-Transit Inventory, plus

(D) the lesser: (1) 70% (or 75% during the Seasonal Period) of the Value of Eligible Re-Load Inventory and (2) 85% multiplied by the sum of the Net Orderly Liquidation Value of Eligible Re-Load Inventory ; provided , that , the commencement of the “high selling season” advance rates set forth in the most recent inventory appraisal delivered to Agent in accordance with the terms of Section

7.3 hereof shall apply from March 10, 2016 through the last day of the “high selling season” in such inventory appraisal, and thereafter the commencement of the “high selling season” and the “low selling season” advance rates set forth in the most recent inventory appraisal delivered from time to time in accordance with the terms of Section 7.3 hereof shall apply on the dates set forth in such appraisal, and

(ii) the Inventory Loan Amount, minus

(d) All references to the term “Eurodollar Rate” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Eurodollar Rate” shall mean the higher of (a) the rate of interest (rounded upwards, if necessary, to the nearest 1/100th) appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to or substitute for such service as determined by Agent) as the London interbank offered rate for deposits in US Dollars for a term comparable to the applicable period of seven (7) days, fourteen (14) days, one, two, or three months as selected by a Borrower (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates), and in each case subject to the reserve percentage prescribed by governmental authorities and (b) 0%.

(e) All references to the term “Financing Agreements” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Financing Agreements” shall mean, collectively, this Agreement, the Fee Letters, the Parent Guarantee, the Parent Pledge Agreement, the SPE Agreement, the SPE Intercreditor Agreement, and all notes, guaranties, security agreements, stock pledge agreements, Deposit Account Control Agreements, Investment Property Control Agreements, Collateral Access Agreements, intercreditor agreements, and all other agreements, documents and instruments now or at any time hereafter executed and/or delivered by any Borrower, any Guarantor or Parent Guarantor in connection with this Agreement.

(f) All references to the term “Final Maturity Date” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Final Maturity Date” shall mean July 15, 2017.

(g) All references to the term “Financial Covenant Compliance Period” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Financial Covenant Compliance Period” shall mean the period commencing on (1) any date from March 24, 2016 through and including June 30, 2016 on which Excess Availability is less than the Financial Covenant Compliance Excess Availability for such applicable period and (2) any date from July 1, 2016 and thereafter on which Excess Availability has been less than the greater of (a) the Financial Covenant Compliance Excess Availability for such applicable period and (b) the amount equal to twelve and one-half (12.5%) percent of the lesser of (i) the sum of (A) the Borrowing Base and (B) the Tranche A Borrowing Base or (ii) the Maximum Credit, and ending on a subsequent date on which Excess Availability has been equal to or greater than the greater of (a) $45,000,000, and (b) the amount equal to twelve and one-half (12.5%) percent of the lesser of (i) the sum of (A) the Borrowing Base and (B) the Tranche A Borrowing Base or (ii) the Maximum Credit, for the sixtieth (60th) consecutive day.

(h) All references to the term “Guarantor” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Guarantors” shall mean, collectively, the following (together with their respective successors and assigns): (a) BlueLinx Florida Holding No. 1 Inc., a Georgia corporation; (b) BlueLinx Florida Holding No. 2 Inc., a Georgia corporation; (c) BlueLinx Holdings Inc., a Delaware corporation, and (d) any other Person that at any time after the date hereof becomes party to a guarantee in favor of Agent or any Lender or otherwise liable on or with respect to the Obligations or who is the owner of any property which is security for the Obligations (other than Borrowers and Parent Guarantor); each sometimes being referred to herein individually as a “Guarantor”; provided, that, the term “Guarantor” shall not include Parent Guarantor.

(i) All references to the term “Parent” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby redesignated “Parent Guarantor” and replaced with the following:

“Parent Guarantor” shall mean BlueLinx Holdings Inc., a Delaware corporation, its successors and assigns.

(j) All references to the term “Revolving Loan Commitment” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Revolving Loan Commitment” shall mean, as to any Revolving Loan Lender: (a) at any time prior to the termination of the Revolving Loan Commitments, the amount of such Revolving Loan Lender’s revolving loan commitment as set forth on Schedule 1.1 hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Revolving Loan Lender became a Revolving Loan Lender under this Agreement, as such amount may be adjusted from time to time in accordance with the provisions of Section 13.6 hereof, and (b) after the termination of the Revolving Loan Commitments, the unpaid amount of Revolving Loans made by such Revolving Loan Lender and such Lender’s interest in the Special Agent Advances and outstanding Letter of Credit Accommodations, in each case as the same may be required to be adjusted from time to time in accordance with the terms hereof.

(k) All references to the term “Revolving Loan Threshold Limit” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Revolving Loan Threshold Limit” shall mean the amount, calculated at any time, equal to $350,000,000, subject to adjustment as provided in Section 2.1(e) hereof.

(l) All references to the term “Tranche A Loan Commitment” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Tranche A Loan Commitment” shall mean, as to any Tranche A Loan Lender: (a) at any time prior to the termination of the Tranche A Loan Commitments, the amount of such Tranche Loan Lender’s loan commitment as set forth on Schedule 1.2 hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to which such Tranche A Loan Lender became a Tranche A Loan Lender under this Agreement, as such amount may be adjusted from time to time in accordance with the provisions of Section 13.6 hereof, and (b) after the termination of the Tranche A Loan Commitments, the unpaid amount of Tranche A Loans made by such Tranche A Loan Lender and such Tranche A Loan Lender’s interest in the Special Agent Advances and outstanding Letter of Credit Accommodations, in each case as the same may be required to be adjusted from time to time in accordance with the terms hereof.

(m) All references to the term “Tranche A Loan Limit” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Tranche A Loan Limit” shall mean (a) from March 24, 2016 through and including March 31, 2016, $20,000,000, (b) from April 1, 2016 through and including April 30, 2016, $19,000,000, (c) from May 1, 2016 through and including May 31, 2016, $18,500,000, (d) from June 1, 2016 through and including June 30, 2016, $18,000,000, (e) from July 1, 2016 through and including July 31, 2016,

$17,500,000, (f) from August 1, 2016 through and including August 31, 2016, $17,000,000, (g) from September 1, 2016 through and including September 30, 2016, $16,500,000, (h) from October 1, 2016 through and including October 31, 2016, $16,000,000, (i) from November 1, 2016 through and including November 30, 2016, $15,000,000, (j) from December 1, 2016 through and including July 14, 2017, $14,000,000, and (k) on and after July 15, 2017, the Tranche A Loan Limit shall be $-0-.

(n) All references to the term “Tranche A Loan Maturity Date” in the Loan Agreement and the other Financing Agreements shall be deemed and each such reference is hereby replaced with the following:

“Tranche A Loan Maturity Date” shall mean July 15, 2017 or earlier in accordance with the terms and conditions hereof.

1.3 Interpretation . Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement.

Section 2. Amendments to Loan Agreement .

2.1 Revolving Loans . Sections 2.1(c) and (d) of the Loan Agreement are hereby replaced with the following:

“(c) Except in Agent’s discretion, with the consent of all Lenders other than the Sponsor Affiliated Lenders, (i) the aggregate principal amount of all Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Maximum Credit, (ii) the aggregate principal amount of all Revolving Loans and Letter of Credit Accommodations outstanding at any time shall not exceed the Borrowing Base or the Revolving Loan Limit, (iii) the aggregate principal amount of all Revolving Loans and Letter of Credit Accommodations outstanding based upon Eligible Inventory, Eligible Domestic In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory at any time shall not exceed the applicable amount with respect to such Inventory as set forth in the Inventory Loan Amount, and (iv) the aggregate principal amount of all Tranche A Loans outstanding at any time shall not exceed the Tranche A Borrowing Base or the Tranche A Loan Limit. Notwithstanding anything to the contrary contained herein:

(i) In the event that the aggregate principal amount of the outstanding Loans and Letter of Credit Accommodations exceeds the Maximum Credit, then such event shall not limit, waive or otherwise affect any rights of Agent or any Lender in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.

(ii) In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations exceeds the Borrowing Base (prior to giving effect to Reserves established at the issuance of such Letter of Credit Accommodations), then such event shall not limit, waive or otherwise affect any rights of Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded.

(iii) In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations exceeds the Revolving Loan Limit, then such event shall not limit, waive or otherwise affect any rights of Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded.

(iv) In the event that the aggregate principal amount of the outstanding Revolving Loans and Letter of Credit Accommodations based upon Eligible Inventory, Eligible Domestic In-Transit Inventory, Eligible International In-Transit Inventory and Eligible Re-Load Inventory exceeds the applicable amount with respect to such Inventory as set forth in the Inventory Loan Amount, then such event shall not limit, waive or otherwise affect any rights of Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded to the extent that no availability exists under the Borrowing Base for Agent to allocate to any such excess Revolving Loans or Letter of Credit Accommodations.

(v) In the event that the aggregate principal amount of the outstanding Letter of Credit Accommodations exceeds the sublimits for Letter of Credit Accommodations set forth in Section 2.2(e) hereof, then such event shall not limit, waive or otherwise affect any rights of Agent or any Lender in that circumstance or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of the Revolving Loan Lenders, the entire amount of any such excess(es) for which payment is demanded, or, provide cash collateral with respect to any Letter of Credit Accommodations outstanding in excess of the Borrowing Base or sublimit for Letter of Credit Accommodations set forth in Section 2.2(e) hereof in an amount equal to one hundred five percent (105%) of the amount of such excess plus the amount of any fees and expenses payable in connection therewith through the end of the expiration of such Letter of Credit Accommodations.

(vi) In the event that the aggregate principal amount of the outstanding Tranche A Loans exceeds the Tranche A Borrowing Base or the Tranche A Loan Limit, such event shall not limit, waive or otherwise affect any rights of Agent or Tranche A Lenders in such circumstances or on any future occasions and Borrowers shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent the entire amount of any such excess(es) for which payment is demanded.

(d) Borrowers may prepay without penalty or premium the principal of any Loans, in whole or in part, subject to Section 6.4 hereof. Notwithstanding anything to the contrary contained in Section 6.4 hereof,

(i) Borrowers shall make mandatory payments or prepayments of principal in respect of the Tranche A Loans prior to the Final Maturity Date (A) on the date of any regularly scheduled reduction in the amount of the Tranche A Loan Limit to the extent a payment is required to be made to reduce the outstanding Tranche A Loans to the amount equal to or less than the then effective Tranche A Loan Limit, (B) using net cash proceeds of the sale of Capital Stock after March 14, 2014 by a Borrower or Guarantor or one of its Subsidiaries (including BlueLinx Building Products Canada Ltd.) in accordance with Section 9.7(b)(iv) hereof or by Parent Guarantor or one of its Subsidiaries (other than a Borrower, Guarantor, BlueLinx or Building Products Canada Ltd.) or a sale of equity interests in an SPE Propco in accordance with Section 9.24(b)(iii) hereof) and (C) using net cash proceeds from the issuance of any Indebtedness after March 14, 2014 by a Borrower or Guarantor or one of its Subsidiaries (including BlueLinx Building Products Canada Ltd.) in accordance with Section 9.9(f) or (o) hereof or by Parent Guarantor or one of its Subsidiaries (other than a Borrower, Guarantor or BlueLinx Building Products Canada Ltd.) or the incurrence of any Indebtedness, the net proceeds of which are used to repay the Mortgage Loan by an SPE Propco in accordance with Section 9.24(b)(ii) hereof), so long as, in the case of the immediately preceding clauses (B) and (C), as the case may be, the following conditions shall have been satisfied: (1) on and after giving effect to such payment or prepayment, Excess Availability is not less than $50,000,000, and (2) on and after giving effect to such payment or prepayment, no Event of Default shall exist or have occurred and be continuing; and

(ii) The Tranche A Loans shall be repaid in full on the Tranche A Loan Maturity Date.

(iii) Any prepayment (whether voluntary or mandatory) made by Borrowers pursuant to this Section 2.1(d) shall (A) be made without penalty or premium and (B) result in a permanent reduction in the Tranche A Loan Commitments. If the Tranche A Loans are not repaid in accordance with Sections 2.1(d)(i) and (d)(ii) hereof, it shall constitute an Event of Default.”

2.2 Letter of Credit Accommodations . Section 2.2(e) of the Loan Agreement is hereby replaced with the following:

“(e) Except in Agent’s discretion, with the consent of the Required Lenders, the amount of all outstanding Letter of Credit Accommodations and all other commitments and obligations made or incurred by Agent or any Lender in connection therewith shall not at any time exceed $15,000,000.”

2.3 Revolving Loan Threshold Limit . Section 2.6 of the Loan Agreement is hereby replaced with the following:

“2.6 [Intentionally Deleted].”

2.4 Interest Rate . Section 3.1(b)(iv) of the Loan Agreement is hereby replaced with the following:

“(iv) no more than six (6) Interest Periods may be in effect at any one time, of which (A) no more than one (1) Interest Period that is a seven (7) day Interest Period and one that is a fourteen (14) day Interest Period with respect to Revolving Loans may be in effect at any one time, and (B) no more than one (1) Interest Period that is a seven (7) day Interest Period and one that is a fourteen (14) day Interest Period with respect to Tranche A Loans may be in effect at any one time,”

2.5 Collection of Accounts . Section 6.3(a) of the Loan Agreement is hereby replaced with the following:

“(a) Borrowers shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with such banks as are reasonably acceptable to Agent into which Borrowers shall promptly deposit and direct their respective account debtors to directly remit all payments on Receivables and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. Borrowers shall deliver, or cause to be delivered to Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof or at any time and from time to time Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, may become bank’s customer with respect to the Blocked Accounts and promptly upon Agent’s request, Borrowers shall execute and deliver such agreements or documents as Agent may require in connection therewith. Notwithstanding anything to the contrary contained herein or in any Deposit Account Control Agreement relating to a Blocked Account, Agent shall not issue to any bank at which a Blocked Account is maintained a notice of sole control or other such instruction providing that the funds in such deposit accounts are to be automatically on each Business Day remitted directly to the Payment Account and that Borrowers are not permitted to access or otherwise direct such funds unless either (i) an Event of Default has occurred, (ii) a Default with respect to non-payment of the Obligations has occurred or (iii) Excess Availability is less than the greater of (A) during the Tranche A Loan Availability Period, $38,727,810, and at all times thereafter, $37,071,006 or (B) during the Tranche A Loan Availability Period, the amount equal to fifteen (15%) percent of the lesser of (1) the sum of (I) the Borrowing Base and (II) the Tranche A Borrowing Base or (2) the Maximum Credit, and at all times thereafter, the amount equal to fifteen (15%) percent of the lesser of (1) the Borrowing Base or (2) the Revolving Loan Limit, at any time (any such period during which the Blocked Accounts are subject to the sole control of Agent and Borrowers are not permitted to access the Blocked Accounts is referred to herein is a “Blocked Account Activation Period”).”

2.6 Taxes . Section 6.5(g) of the Loan Agreement is hereby amended by adding the following sentence at the end of such Section as follows:

“For purposes of determining withholding Taxes imposed under FATCA, from and after March 24, 2016, Borrowers and Agent shall treat (and the Lenders hereby authorize Agent to treat) the Loan Agreement as not qualifying as a ‘grandfathered obligation’ within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”

2.7 Financial Statements . Section 9.6 of the Loan Agreement is hereby amended to add a new Section 9.6(e) of the Loan Agreement:

“(e) Parent Guarantor shall furnish or cause to be furnished to Agent and Lenders, the following: (i) within forty-five (45) days after end of each fiscal quarter), unaudited consolidated financial statements, together with the consolidating financial statements used to prepare such consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Parent Guarantor and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Parent Guarantor, subject to normal year-end adjustments and lack of footnotes; and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements of Parent Guarantor and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Parent Guarantor and its Subsidiaries as of the end of and for such fiscal year, together with (A) the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrowers and reasonably acceptable to Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Parent Guarantor and its Subsidiaries as of the end of and for the fiscal year then ended and (B) any management letters that may be issued with regard to Parent Guarantor and its Subsidiaries.”

2.8 Reporting . Section 7.1(a) of the Loan Agreement is hereby amended by replacing clauses (iv) and (v) with the following clauses (iv) through (viii):

“(iv) twice each fiscal month (on the first (1st) and fifteenth (15th) days of each fiscal month), projections for the immediately succeeding thirteen (13) weeks immediately after such delivery date of the Borrowing Base and Excess Availability on a week-by-week basis, together with a review summarizing the difference between (A) the actual results of the amounts of the Borrowing Base and Excess Availability for any such period covered by the previous projections and (B) the projected amounts of the Borrowing Base and Excess Availability for such period set forth in the projections;

(v) upon Agent’s reasonable request, (A) copies of customer statements, purchase orders, sales invoices and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents and (C) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower or any Guarantor;

(vi) reports received by Parent Guarantor or its Affiliates and its professionals or advisors from the Consultant as set forth in the Consulting Agreement;

(vii) ten (10) days’ prior written notice of the proposed sale of any SPE Property, and such additional information with respect to such sale as Agent may reasonable request, and in connection with any such proposed sale that is a sale-leaseback, a Collateral Access Agreement in form and substance acceptable to Agent; and

(viii) such additional, interim or other reports, schedules and calculations (and backup documentation therefor) with regard to the Collateral as Agent may reasonably request from time to time.

2.9 Inventory Covenants . Section 7.3(d) of the Loan Agreement is hereby replaced with the following:

“(d) upon Agent’s request, Borrowers shall deliver or cause to be delivered to Agent a full written appraisal as to the Inventory in form, scope and methodology reasonably acceptable to Agent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, (i) three (3) times in any twelve (12) month period at Borrowers’ expense, (ii) in addition to the appraisals delivered pursuant to clause (i) above, one (1) additional time in such twelve (12) month period at Borrowers’ expense if a Compliance Period is in effect at any time during such period, and (iii) in addition to the appraisals delivered pursuant to clauses (i) and (ii) above, at any time or times as Agent may request at Borrowers’ expense upon the occurrence and during the continuance of an Event of Default;”

2.10 Compliance with Laws, Regulations, Etc. Section 9.3(d) of the Loan Agreement is hereby replaced with the following:

“(d) Each Borrower and each Guarantor shall indemnify and hold harmless Agents, Lenders and their respective directors, officers, employees, agents, invitees, representatives, successors and assigns, from and against any and all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees and legal expenses) directly or indirectly arising out of or attributable to the use, generation, manufacture, reproduction, storage, release, threatened release, spill, discharge, disposal or presence of a Hazardous Material, including the costs of any required or necessary repair, cleanup or other remedial work with respect to any property of any Borrower, any Guarantor or any SPE Propco and the preparation and implementation of any closure, remedial or other required plans; provided, however, Borrowers and Guarantors need not indemnity any such Person for losses, claims, damages, liabilities costs or expenses arising from such Person’s gross negligence or willful misconduct. All representations, warranties, covenants and indemnifications in this Section 9.3 shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.”

2.11 Financial Covenants . The following sentence is hereby added to the end of Section 9.17(a) of the Loan Agreement:

“Borrowers and Guarantors shall be required to calculate and deliver to Agent the Fixed Charge Coverage Ratio whether or not a Financial Covenant Compliance Period is in effect.”

2.12 Excess Availability . Section 9.23 of the Loan Agreement is hereby replaced with the following:

“9.23 Excess Availability . Borrowers shall at all times maintain Excess Availability of not less than $35,000,000.”

2.13 Mortgage Loan . Section 9 of the Loan Agreement is hereby amended by adding a new Section 9.24 as follows:

“9.24 Mortgage Loan Representations, Warranties and Covenants . Parent Guarantor hereby represents, warrants and covenants in favor of Agent and Lenders that:

(a) Parent Guarantor shall cause Mortgage Loan Borrowers to observe, perform and fulfill, in all material respects, the terms and provisions of the Specified Mortgage Loan Covenants (as in effect on the closing date of Amendment No. 12) and Parent Guarantor shall cause Mortgage Loan Borrowers to do so notwithstanding that the Mortgage Loan may be repaid or the applicable Mortgage Loan Document may be terminated; provided , that , prior to the repayment in full of the Mortgage Loan, if a Mortgage Loan Borrower breaches any such Specified Mortgage Loan Covenant that results in a Mortgage

Loan Event of Default so long as such Mortgage Loan Event of Default would not result in an Event of Default under Section 10.1(o), then it shall not constitute an Event of Default if Agent reasonably determines that (i) Parent Guarantor and Mortgage Loan Borrowers are diligently pursuing remedies to cure such Mortgage Loan Event of Default and (ii) such Mortgage Loan Event of Default is capable of being cured within a reasonable time as determined by Agent in its reasonable judgment.

(b) In the event that (i) after the payment in full of the Mortgage Loan, there is any casualty event or condemnation proceeding with respect to any SPE Property that is not a Permitted SPE Property Reinvestment that results in the receipt of any insurance or condemnation proceeds or a foreclosure or deed-in-lieu of foreclosure with respect to any SPE Property that results in proceeds or (ii) any Permitted Mortgage Loan Refinancing results in net cash proceeds in excess of the then outstanding amount of the Mortgage Loan, Parent Guarantor shall cause each Mortgage Loan Borrower to cause the excess net cash proceeds of any such refinancing to be used to repay the Obligations together with a corresponding increase in the minimum Excess Availability required in Section 9.23 hereof by such amount; provided , that , prior to the repayment in full of the Mortgage Loan, an individual SPE Propco may refinance a portion of the Mortgage Loan using its individual SPE Property so long as (A) on and after giving effect to such refinancing, the aggregate outstanding amount of the Mortgage Loan when added to the principal amount of such mortgage loan refinancing of the individual SPE Property is not greater than the aggregate outstanding amount of the Mortgage Loan immediately before giving effect to such individual SPE Property and (B) all of the conditions in a Permitted Mortgage Loan Refinancing are satisfied, other than clause (b) of the definition of Permitted Mortgage Loan Refinancing or (iii) any Permitted SPE Propco Property Sale that results in net cash proceeds in excess of the then outstanding amount of the Mortgage Loan, Parent Guarantor shall cause each Mortgage Loan Borrower to cause the excess net cash proceeds of any such sale to be used to repay the Obligations together with a corresponding increase in the minimum Excess Availability required in Section 9.23 hereof by such amount; provided , that , prior to the repayment in full of the Mortgage Loan, an individual SPE Propco may sell its individual SPE Property so long as on and after giving effect to such sale, the net cash proceeds of such sale are used to repay and permanently reduce the then outstanding amount of the Mortgage Loan. On each date on which Agent actually receives a distribution of any such net cash proceeds, such distribution shall be applied in the same manner as repayments or payments pursuant to the terms of this Agreement. Parent Guarantor shall notify Agent of any such event in the foregoing clause (i) not later than five (5) Business Days after the first date on which Parent Guarantor has knowledge of such event.

(c) Parent Guarantor shall, and shall cause each Mortgage Loan Borrower to, (i) notify Agent and Lenders of any Mortgage Loan Default or Mortgage Loan Event of Default and (ii) furnish Agent and Lenders with all material demands, notices or other materials concerning the Mortgage Loan, either received by a Mortgage Loan Borrower or Parent Guarantor or on its behalf, promptly after receipt thereof, or sent by a Mortgage Loan Borrower or Parent Guarantor or on its behalf, concurrently with the sending thereof, as the case may be.

(d) Parent Guarantor represents, warrants and covenants that (i) the execution, delivery and performance by Parent Guarantor of the Parent Pledge Agreement and the transactions contemplated by Amendment No. 12 do not contravene or violate any provisions of the Mortgage Loan Documents, (ii) neither Parent nor any Mortgage Loan Borrower has, to the best of its knowledge, entered into any Mortgage Loan Document that would cause the execution, delivery and performance by Parent Guarantor of the Parent Pledge Agreement and the transactions contemplated by Amendment No. 12 to violate any provisions of the CMBS Facility Documents, (iii) Mortgage Loan Special Servicer has represented to Parent Guarantor that no confirmation from any ratings agency is required in order for Parent Guarantor to execute, deliver and perform the Parent Pledge Agreement, and (iv) neither Parent Guarantor nor any Mortgage Loan Borrower has, to the best of its knowledge, entered into, or will enter into, any Mortgage Loan Document that would entitle any of the lenders or holders of any notes, certificates or other instruments under any of the CMBS Facility Documents to have a right to make a claim against any of the SPE Propco Properties or the proceeds thereof upon the payment in full of the Mortgage Loan.

(e) Parent Guarantor shall not cause or permit Mortgage Loan Borrowers (i) to incur any additional Indebtedness in excess of the then outstanding amount of the Mortgage Loan other than (A) a Permitted Mortgage Loan Refinancing or (B) prior to the repayment in full of the Mortgage Loan, a refinancing of an individual SPE Property, in each case, in accordance with Section 9.24(b)(ii) hereof or (ii) to enter into any amendment, modification, consolidation, restatement, supplement or wavier of any term of the Mortgage Loan Documents which would result in provisions of the Mortgage Loan Documents, taken as a whole, having more material restrictive or burdensome economic terms or any termination of any Mortgage Loan Document in Agent’s reasonable determination (other than any such termination that is effected pursuant to the terms of the Mortgage Loan Agreement as in effect on March 24, 2016), in each case, without the prior written consent of Agent unless such amendment, modification, consolidation, restatement, supplement, waiver or termination is effected in accordance with the terms of the SPE Intercreditor Agreement, but subject to Sections 9.24(a), (b) and (c) hereof.”

2.14 Financial Consultant . Section 9 of the Loan Agreement is hereby amended by adding a new Section 9.25 as follows:

“9.25 Consultant .

(a) On or before March 24, 2016, Borrowers and Guarantors shall engage a Consultant acceptable to Agent and Lenders pursuant to the Consulting Agreement, in form and substance reasonably acceptable to Agent and Lenders. The Consulting Agreement shall not be amended or terminated without the prior written consent of Agent and Required Super-Majority Lenders; provided , that , if Consultant terminates the Consulting Agreement, Borrowers and Guarantors shall have thirty (30) days to retain a replacement Consultant acceptable to Agent and Required Super-Majority Lenders.

(b) At the request of Agent and Lenders, Agent and Lenders may retain a consultant or financial advisor on terms and conditions acceptable to Agent and Lenders to advise on the business and operations of Parent Guarantor, Borrowers and Guarantors, the cost of which shall be paid for by Borrowers and Guarantors.”

2.15 Events of Default . Section 10.1 of the Loan Agreement is amended by deleting the word “or” appearing at the end of Section 10.1(m), replacing the period appearing at the end of Section 10.1(n) with “; or”, and adding a new Section 10.1(o) as follows:

“(o) there shall be (i) a payment default after giving effect to any applicable grace periods under the Mortgage Loan Documents with respect to a payment in an amount greater than $50,000, (ii) the occurrence of a “Low LCR Cash Sweep Period” (as defined in the Mortgage Loan Agreement) or (iii) an acceleration of the Mortgage Loan.”

2.16 Indemnification . Section 11.6 is hereby replaced with the following:

“11.6 Indemnification . Each Borrower and each Guarantor shall, jointly and severally, indemnify and hold each Agent and each Lender, and its directors, agents, employees and counsel, harmless from and against any and all losses, claims, damages, liabilities, reasonable costs or expenses (other than Excluded Taxes or any other Taxes for which Borrowers are not obligated to provide indemnification pursuant to Section 6.5 hereof) imposed on, incurred by or asserted against any of them in connection with any litigation, investigation, claim or proceeding commenced or threatened related to the negotiation, preparation, execution, delivery, enforcement, performance or administration of this Agreement, any other Financing Agreements, or any undertaking or proceeding related to any of the transactions contemplated hereby, including, without limitation, any transaction related to any SPE Propco, or any act, omission, event or transaction related or attendant thereto, including, without limitation, any transaction related to any SPE Propco, including amounts paid in settlement, court costs, and the reasonable fees and expenses of counsel, but excluding any losses, claims, damages, liabilities, costs or expenses arising from the gross negligence or willful misconduct of any indemnified Person and excluding any indirect, consequential or punitive

damages. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers and Guarantors shall pay the maximum portion which it is permitted to pay under applicable law to Agents and Lenders in satisfaction of indemnified matters under this Section. The foregoing indemnity shall survive the payment of the Obligations and the termination or non-renewal of this Agreement.”

2.17 Amendments and Waivers .

(a) Section 11.3(a)(i) of the Loan Agreement is hereby amended by replacing subclause (H) with the following:

“(H) [Intentionally Deleted.]”

(b) Section 11.3(a)(ii)(F) of the Loan Agreement is hereby replaced with the following:

“(F) on and after July 15, 2017, amend, modify or waive any provision of the definitions of Blocked Account Activation Period, Modified Adjusted Excess Availability, Compliance Period, Financial Covenant Compliance Period , Excess Availability or Qualified Cash. ”

(c) Section 11.3(a) of the Loan Agreement is hereby amended by adding a new clause (v) immediately following clause (iv) as follows:

“(v) Notwithstanding anything to the contrary contained in Section 11.3(a) hereof, without the prior written consent of Agent and the Required Ultra Super-Majority Lenders (A) no such amendment, waiver, discharge or termination shall amend, modify or waive Section 9.17(a) hereof (Fixed Charge Coverage Ratio), Section 9.23 hereof (Excess Availability covenant) and (B) from March 24, 2016 through July 15, 2017, no such amendment, waiver, discharge or termination shall amend, modify or waive any provision of (1) the definitions of Blocked Account Activation Period, Modified Adjusted Excess Availability, Compliance Period, Financial Covenant Compliance Period, Excess Availability or Qualified Cash or (2) the definition of Tranche A Loan Limit, Tranche A Loan Maturity Date or Section 2.1(d) hereof.”

2.18 Term . The third sentence of Section 13.1(a) of the Loan Agreement is hereby amended by adding the following phrase immediately after the reference to Investment Account Control Agreement at the end of such sentence:

“and for any of the Obligations arising under or in connection with any Bank Products in such amounts as the Bank Product Provider providing such Bank Products may require (unless such Obligations arising under or in connection with any Bank Products are paid in full in cash and terminated in a manner satisfactory to such Bank Product Provider).”

2.19 Interpretative Provisions . Section 13.2 of the Loan Agreement is hereby amended by adding a new clause (n) immediately following clause (m) as follows:

“(n) All references to the term “reasonably” or “reasonable” as applied to any conduct or determination by Agent or Lenders shall be based on how an asset-based lender with similar rights providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it. Borrowers, Guarantors and Parent Guarantor shall have the burden of proving any lack of good faith on the part of Agent or any Lender or failure to act reasonably alleged by any Borrower or Guarantor or Parent Guarantor at any time.”

Section 3. Amendments to Exhibits and Schedules .

3.1 Schedule 9.14 to the Loan Agreement (Fiscal Year, Fiscal Quarter and Fiscal Month Ending Dates) is hereby replaced with the Schedule 9.14 attached as Exhibit A to this Amendment No. 12.

3.2 Schedule 1.124 to the Loan Agreement (Revolving Loan Commitments) is hereby replaced with the Schedule 1.1 attached as Exhibit B to this Amendment No. 12.

3.3 Exhibit A to Amendment No. 7 (Tranche A Loan Commitments) is hereby replaced with the Schedule 1.2 to the Loan Agreement attached as Exhibit C to this Amendment No. 12.

3.4 A new Schedule 1.3 is added to the Loan Agreement (List of SPE Propcos) with the Schedule 1.3 attached hereto as Exhibit D to this Amendment No. 12.

3.5 Within fifteen (15) days after the date hereof, Agent shall have received, in form and substance acceptable to Agent, an Amended and Restated Information Certificate, duly executed and delivered by Borrowers and Guarantors which, immediately after such receipt by Agent, the applicable Schedules to the existing Information Certificate as attached to the Loan Agreement shall automatically be deemed replaced with the corresponding Schedules to such Amended and Restated Information Certificate and so attached to the Loan Agreement.

Section 4. Representations and Warranties . Borrowers and Guarantors, jointly and severally, represent and warrant with and to Agent and Lenders as follows, which representations and warranties, together with the representations and warranties in the other Financing Agreements, shall survive the execution and delivery hereof, and the truth and correctness thereof, in all material respects, being a continuing condition of the making of any Loans by Lenders (or Agent on behalf of Lenders) to Borrowers:

4.1 This Amendment No. 12 has been duly authorized, executed and delivered by all necessary action on the part of Borrowers and Guarantors which are a party hereto and is in full force and effect as of the date hereof, as the case may be, and the obligations of Borrowers or Guarantors contained herein constitute legal, valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

4.2 The execution, delivery and performance of this Amendment No. 12 and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder (a) are all within Borrowers’ and Guarantors’ corporate or limited liability company powers, (b) are not in contravention of law or the terms of Borrowers’ or Guarantors’ certificate of incorporation, by laws, certificate of formation, operating agreements or other organizational documentation, or any indenture, agreement or undertaking to which each Borrower and Guarantor is a party or by which or its property are bound and (c) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of Borrowers or Guarantors, except as provided in the Financing Agreements.

4.3 Borrowers and Guarantors have delivered to Agent true, correct and complete copies of all of the material Mortgage Loan Documents, which Borrowers and Guarantors represent and warrant are set forth on Exhibit F hereto. After giving effect to the provisions of this Amendment No. 12 and the amendments to the Mortgage Loan Documents executed and delivered on the date hereof, no Mortgage Loan Default or Mortgage Loan Event of Default exists or has occurred and is continuing.

4.4 All of the representations and warranties set forth in the Loan Agreement as amended hereby, and the other Financing Agreements, are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Change) after giving effect to the provisions of this Amendment No. 12, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Change) as of such date.

4.5 After giving effect to the provisions of this Amendment No. 12, no Default or Event of Default exists or has occurred and is continuing.

4.6 Within ninety (90) days after the date hereof (or such later date as Agent may agree to in writing), Agent shall have received a copy of an original of each amended or updated Mortgage Loan Document in connection with the Seventeenth Amendment to Mortgage Loan Agreement, which Borrowers, Guarantors and Parent Guarantor represent and warrant shall provide solely for the extension of the maturity date of the Mortgage Loan and the Mortgage Loan Notes to July 1, 2019 and/or the decrease in the amount of the obligations secured under the Mortgage Loan Documents.

4.7 Within ninety (90) days after the date hereof (or such later date as Agent may agree to in writing), Agent shall have received UCC, tax lien and judgment lien searches for the SPE Propcos with the Delaware Secretary of State and those jurisdictions in which an SPE Property is located, which search results do not reflect a security interest or lien against any SPE Propcos or its SPE Property that violates any provisions of the Mortgage Loan Documents.

4.8 Within thirty (30) days after the date hereof, a copy of an amended and restated Limited Liability Company Agreement for each SPE Propco, certified by the Managing Member of such SPE Propco, which shall have been amended in the form substantially as set forth in Exhibit G hereto.

4.9 Failure of Borrowers and Guarantors to deliver, or cause to be delivered, to Agent any of the agreements, documents or instruments set forth in Section 3.5, 4.6, 4.7 or 4.8 hereof shall constitute an Event of Default.

Section 5. Release by Borrowers and Guarantors .

5.1 Release .

(a) In consideration of the agreements of Agent and Lenders contained herein, including the waiver of the requirement under the Loan Agreement that, on or before May 1, 2016, Borrowers raise Additional Investments of not less than $35,000,000, and the continued making of the loans, advances and other accommodations by Lenders (or Agent on behalf of Lenders) to Borrowers pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, each Lender, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which each of any Borrower or Guarantor, or any of its successors, assigns, or other legal representatives and their respective successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment No. 12, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, as amended and supplemented through the date hereof, and the other Financing Agreements.

(b) Each Borrower and Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each Borrower and Guarantor agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above.

(d) Borrowers and Guarantors represent and warrant that each such Person is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby and each such Person has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof.

(e) Nothing contained herein shall constitute an admission of liability with respect to any Claim on the part of any Releasee.

5.2 Covenant Not to Sue . Each Borrower and Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Borrower or Guarantor pursuant to Section 5.1 hereof. If any Borrower or Guarantor violates the foregoing covenant, each Borrower and Guarantor agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

5.3 Waiver of Statutory Provisions . EACH BORROWER AND GUARANTOR HEREBY EXPLICITLY WAIVES ALL RIGHTS UNDER AND ANY BENEFITS OF ANY COMMON LAW OR STATUTORY RULE OR PRINCIPLE WITH RESPECT TO THE RELEASE OF SUCH CLAIMS, EACH BORROWER AGREES THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS RELEASE.

Section 6. Conditions Precedent . Concurrently with the execution and delivery hereof, and as a further condition to the effectiveness of this Amendment No. 12 and the agreement of Agent to the modifications and amendments set forth in this Amendment No. 12:

6.1 Agent shall have received an executed copy of an original or executed original counterparts of this Amendment No. 12 by electronic mail or facsimile (with the originals to be delivered within five (5) Business Days after the date hereof), duly authorized, executed and delivered by each Borrower and Guarantor;

6.2 Agent shall have received, in form and substance acceptable to Agent, an executed copy of an original or executed original counterparts by electronic mail or facsimile (with the originals to be delivered within five (5) Business Days after the date hereof), of the following:

(a) the Parent Guarantee, duly authorized, executed and delivered by Parent Guarantor;

(b) the Parent Pledge Agreement, duly authorized, executed and delivered by Parent Guarantor;

(d) the SPE Intercreditor Agreement, duly authorized executed and delivered by Mortgage Loan Servicer, SPE Propcos, Parent and BlueLinx;

6.3 each Borrower and Guarantor shall deliver, or cause to be delivered, to Agent a true and correct copy of any consent, waiver or approval to or of this Amendment No. 12, which any Borrower or Guarantor is required to obtain from any other Person, and such consent, approval or waiver shall be in a form and substance satisfactory to Agent in its good faith determination;

6.4 Agent shall have received and reviewed the Consulting Agreement, which shall be in form and substance satisfactory to Agent and Lenders, duly executed and delivered by BlueLinx and Consultant;

6.5 Agent shall have received, in form and substance acceptable to Agent, an executed copy of the Seventeenth Amendment to the Mortgage Loan Agreement, dated as of the date hereof, among SPE Propcos and Mortgage Lenders, together with copies of the other Mortgage Loan Documents, other than the Mortgage Loan Documents being delivered after the date hereof in accordance with Section 4.6 hereof;

6.6 Parent Guarantor shall have duly executed and delivered to Agent such UCC financing statements and other documents and instruments which Agent in its discretion has determined are necessary to perfect or protect the security interests of Agent in the equity interest of the SPE Propcos under the Parent Pledge Agreement;

6.7 all requisite corporate action and proceedings in connection with this Amendment No. 12 and the other Financing Agreements delivered in connection herewith and the amendments to the Mortgage Loan Agreement and other Mortgage Loan Documents delivered in connection therewith, shall be satisfactory in form and substance to Agent, and Agent shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Agent may have requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a copy of the certificate of incorporation of Parent Guarantor certified by the Delaware Secretary of State, which shall set forth the same complete corporate name of Parent Guarantor as is set forth herein);

6.8 Agent shall have received and reviewed UCC, tax lien and judgment lien search results for the jurisdiction of incorporation of each Borrower and Guarantor in all applicable jurisdictions, which search results shall be in form and substance satisfactory to Agent;

6.9 Agent shall have received, in form and substance satisfactory to Agent, (a) copies of the original limited liability company certificates of each SPE Propco representing 100% percent of the equity interests in each SPE Propco (in each case together with an irrevocable proxy duly executed in blank with respect thereto), and (b) a letter from Mortgage Loan Special Servicer that it has received the originals of each such original limited liability company certificate of each SPE Propco;

6.10 Agent shall have received, in form and substance satisfactory to Agent, such opinions of counsels to Borrowers and Guarantors with respect to the Financing Agreements and the security interests, pledges and liens of Agent with respect to the Collateral and such other matters as Agent may request;

6.11 Agent shall have received approvals of all Lenders required to consent to the amendments to the Loan Agreement and the other Financing Agreements, set forth in this Amendment No. 12;

6.12 Agent shall have received projections of the monthly balance sheets, income statements, statements of cash flows and availability of the BlueLinx and its Subsidiaries for the period for the fiscal years ending December 31, 2016 and December 31, 2017, with assumptions and otherwise in form and substance reasonably satisfactory to Agent;

6.13 Agent shall have received payment, or shall be authorized to charge the Borrowers’ Loan Account for payment, of all fees set forth in any fee letter between Agent and Borrowers with respect to the transactions contemplated by this Amendment No. 12;

6.14 all of the representations and warranties set forth in the Loan Agreement and the other Financing Agreements, each as amended by this Amendment No. 12, shall be true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Change) on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Change) as of such date;

6.15 all other documents and legal matters in connection with the transactions contemplated by this Amendment No. 12 shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent; and

6.16 after giving effect to the amendment contemplated by this Amendment No. 12, no Default or Event of Default shall exist or have occurred and be continuing.

Section 7. Effect of this Amendment No. 12 . Except as expressly set forth herein, no other amendments, changes or modifications to the Financing Agreements are intended or implied, and in all other respects the Financing Agreements are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof and Borrowers and Guarantors shall not be entitled to any other or further amendment by virtue of the provisions of this Amendment No. 12 or with respect to the subject matter of this Amendment No. 12. To the extent of conflict between the terms of this Amendment No. 12 and the other Financing Agreements, the terms of this Amendment No. 12 shall control. The Loan Agreement and this Amendment No. 12 shall be read and construed as one agreement.

Section 8. Further Assurances . Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes set forth in this Amendment No. 12.

Section 9. Governing Law . The validity, interpretation and enforcement of this Amendment No. 12 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

Section 10. Binding Effect . This Amendment No. 12 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Agent and Lenders and their respective successors and assigns.

Section 11. Waiver, Modification, Etc. No provision or term of this Amendment No. 12 may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

Section 12. Entire Agreement . This Amendment No. 12 represents the entire agreement and understanding concerning the subject matter hereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

Section 13. Headings . The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 12.

Section 14. Counterparts . This Amendment No. 12 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 12 by telefacsimile or other electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 12. Any party delivering an executed counterpart of this Amendment No. 12 by telefacsimile or other electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Amendment No. 12.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 12 to be duly executed and delivered by their authorized officers as of the day and year first above written.

BORROWERS

BLUELINX CORPORATION

By: /s/ Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

BLUELINX FLORIDA LP

By: BlueLinx Florida Holding No. 2 Inc.,

its General Partner

By: /s/ Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

GUARANTORS

BLUELINX FLORIDA HOLDING NO. 1 INC.

By: /s/ Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

BLUELINX FLORIDA HOLDING NO. 2 INC.

By: /s/ Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

BLUELINX HOLDINGS INC.

By: /s/ Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

AGENT AND LENDERS

WELLS FARGO BANK, NATIONAL ASSOCIATION,

As Agent and as a Revolving Loan Lender and Tranche A Loan Lender

By: /s/Marc J. Breier

Title: Authorized Signatory

BANK OF AMERICA, N.A., as Joint Lead Arranger, Bookrunner,

and a Documentation Agent

And as a Revolving Loan Lender and a Tranche A Loan Lender

By: /s/ Douglas Cowan

Title: Senior Vice President

JP MORGAN CHASE BANK, N.A., as a Documentation Agent

and as a Revolving Loan Lender

By: /s/ Eric A. Anderson

Title: Authorizing Officer

REGIONS BANK, as Syndication Agent and as a Joint Bookrunner and

as a Revolving Loan Lender

By: /s/ Kathy Myers

Title: Vice President

TD BAK, N.A., as a Revolving Loan Lender

By: /s/ Bethany Buetenhuys

Title: Vice President

PNC BANK, NATIONAL ASSOCIATION, as a Revolving Loan Lender

By: /s/ Heath J. Hayes

Title: Assistant Vice President

Exhibit 10.38

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of March 24, 2016, made by BlueLinx Holdings, Inc., a Delaware corporation (“Pledgor”), in favor of Wells Fargo Bank, National Association, a national banking association, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, together with any successor or replacement agent, “Pledgee”).

W I T N E S S E T H:

WHEREAS, Pledgor is the direct owner of one hundred percent (100%) of the limited liability company membership interests in the entities set forth on Exhibit A attached hereto, each a Delaware limited liability company (the “SPE Propcos”);

WHEREAS, Pledgee, the parties to the Loan Agreement as lenders (collectively, “Lenders”), BlueLinx Corporation, a Georgia corporation, successor by merger to the merger of BlueLinx Services Inc., a Georgia corporation, with and into BlueLinx Corporation with BlueLinx Corporation as the surviving corporation of such merger (“BlueLinx”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx, each individually a “Borrower” and collectively, “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”) and BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”, and together with BFH1, each individually a “Corporate Guarantor” and collectively, “Corporate Guarantors”) have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Agent, Lenders, Borrowers and Corporate Guarantors, as amended through the Twelfth Amendment, dated as of the date hereof (the “Amendment No. 12”), among Agent, Lenders, Borrowers, Corporate Guarantors and Pledgor (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”) and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Pledge Agreement (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements” as hereinafter further defined);

WHEREAS, in order to induce Pledgee and Lenders to continue to make loans and advances and provide other financial accommodations to Borrowers pursuant to the Loan Agreement and the other Financing Agreements, Pledgor has agreed to guarantee the Obligations of Borrowers to Agent and Lenders as set forth in the Limited Guarantee, dated as of the date hereof, by Pledgor in favor of Agent and Lenders (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Parent Guarantee”) and to secure the Parent Guarantee by (i) executing and delivering to Pledgee this Pledge Agreement and (ii) delivering to Pledgee any and all other documents as required under or in accordance with the terms of the Financing Agreements;

WHEREAS, Pledgor has benefitted and will continue to benefit directly and indirectly from the extensions of credit made to Borrowers pursuant to the Loan Agreement; and

NOW, THEREFORE, in consideration of the premises and to induce Pledgee to enter into Amendment No.12, Pledgor hereby agrees with Pledgee, as follows:

1. Defined Terms .

(a) Unless otherwise defined herein, capitalized terms which are defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Pledge Agreement shall refer to this Pledge Agreement as a whole and not to any particular provision of this Pledge Agreement, and section and paragraph references are to this Pledge Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(d) The following terms shall have the following meanings:

“ Additional Pledged LLC Interest ”: as defined in any supplement to this Pledge Agreement delivered pursuant to Section 5(e) hereof.

“ Additional Pledged Partnership Interest ”: as defined in any supplement to this Pledge Agreement delivered pursuant to Section 5(e) hereof.

“ Additional Pledged Stock ”: as defined in any supplement to this Pledge Agreement delivered pursuant to Section 5(e) hereof.

“ Bankruptcy Event ”: the occurrence of an Event of Default under Sections 10.1(f), 10.1(g) or 10.1(h) of the Loan Agreement.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a Corporation, including, without limitation, all rights to participate in the operation or management of the Corporation and all rights to properties, assets and distributions (except as otherwise provided herein) under the by-laws in respect of such capital stock or other interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to any of Pledgors in respect of such Capital Stock while this Pledge Agreement is in effect.

“ Control Rights ”: with respect to any Limited Liability Company, all of Pledgor’s right and status to participate in the management of the business and affairs of such Limited Liability Company.

“ Corporation ”: any Person identified in this Pledge Agreement as a corporation or recognized by the Laws pursuant to which it is organized as a corporation.

“ Delaware LLC Act ”: the Delaware Limited Liability Company Act, Delaware Code Annotated, Title 6, §§ 18-101 et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“ Delaware UCC ”: the Delaware Uniform Commercial Code, Delaware Code Annotated, Title 6, §§ 8-101 et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“ Economic Interests ”: all of Pledgor’s distributions, profits or economic interests from a Limited Liability Company, and the right, title and interest of Pledgor to receive any such distributions, profits or economic interests, including for any limited liability company organized under Delaware law, any “limited liability company interest” (as such term is defined in Section 18-101(8) of the Delaware LLC Act).

“ Excluded Collateral ”: any Capital Stock, LLC Interest, Partnership Interest or other equity interest of Pledgor in or to Borrowers or Guarantors or any other Subsidiary of Parent Guarantor, other than the SPE Propcos.

“ Financing Agreements “: the following agreements (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Loan Agreement and the other “Financing Agreements” defined in the Loan Agreement, (b) each other agreement, document, or instrument

providing for, evidencing, guaranteeing, or securing any Obligations, (c) any other document or instrument executed or delivered at any time in connection with the Obligations under the Loan Agreement, including any guaranty of or grant of Collateral to secure such Obligations, (d) any intercreditor or joinder agreement to which Pledgee are parties, and (e) each other agreement, document, or instrument providing for, evidencing, guaranteeing, or securing any debtor in possession financing provided by or consented to in writing by Pledgee in any Bankruptcy Event in which Borrowers, Guarantors or Pledgor is a debtor or the subject of such proceeding.

“ Governing Documents ”: with respect to (a) a corporation, its articles or certificate of incorporation, continuance or amalgamation and by-laws, (b) a partnership, its certificate of limited partnership or partnership declaration, as applicable, and partnership agreement, (c) a limited liability company, its certificate of formation and operating agreement and (d) any other Person, the other organizational or governing documents of such Person.

“ Issuer ”: any Corporation, Limited Liability Company or Partnership, the Capital Stock of which has been pledged by a Pledgor hereunder. The Issuers as of the Closing Date are set forth on Schedule I .

“ Limited Liability Company ”: any Person identified in this Pledge Agreement as a limited liability company or recognized by the Laws pursuant to which it is organized as a limited liability company.

“ Limited Liability Company Agreement ”: as to any Limited Liability Company, its certificate of formation and operating agreement or other Governing Documents, as each may be amended, supplemented or otherwise modified from time to time.

“ LLC Interest ”: any Limited Liability Company membership interest, limited liability company interest, economic interest, or other interest in a Limited Liability Company, including, without limitation, (a) all rights to participate in the operation or management of the Limited Liability Companies and all rights to properties, assets, member interests and distributions (except as otherwise provided herein) under the Limited Liability Company Agreements in respect of such membership interests or other interests, all rights in and to the Limited Liability Company Agreement and the other Governing Documents of any Limited Liability Company, and (c) all Economic Interests, Control Rights and Ownership Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the LLC Interests while this Pledge Agreement is in effect.

“ Loan Agreement ”: shall have the meaning given to such term in the recitals.

“ Maryland Guarantor ”: ABP MD (Baltimore) LLC, a Delaware limited liability company, its successors and assigns, and the direct owner of one hundred percent (100%) of the limited liability company membership interests in Maryland LLC Subsidiary.

“ Maryland LLC Subsidiary ”: ABP MD (Baltimore) Subsidiary LLC, a Delaware limited liability company, its successor and assigns.

“ Mortgage Loan Lenders ”: collectively, (a) the U.S. Bank National Association, as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27 and (b) 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, successors in interest to German American Capital Corporation, and their respective permitted successors and assigns.

“ Mortgage Loan Pledge Agreement ”: the Pledge Agreement, dated as of the date hereof, by Pledgor in favor of Mortgage Lenders with respect to the pledge of the equity interests of Pledgor in the SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Mortgage Loan Special Servicer ”: LNR Partners, LLC a Florida limited liability company, any replacement special servicer appointed pursuant to the Mortgage Loan Agreement, its permitted successors and assigns.

“ Ownership Interests ” all of Pledgor’s right, title and status as a member, partner or limited partner in a Limited Liability Company, including Pledgor’s status as a “member” (as such term is defined in Section 18-101(11) of the Delaware LLC Act).

“ Partnership ”: any Person identified in this Pledge Agreement as a partnership or recognized by the Laws pursuant to which it is organized as a partnership.

“ Partnership Agreement ”: as to any Partnership, its certificate of formation, if applicable, and partnership agreement or other Governing Documents, as each may be amended, supplemented or otherwise modified from time to time.

“ Partnership Interest ”: any partnership interest, economic interest, or other interest in a Partnership, including, without limitation, all rights to participate in the operation or management of the Partnerships and all rights to properties, assets, partnership interests and distributions (except as otherwise provided herein) under the Partnership Agreements in respect of such partnership interests or other interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Partnership Interests while this Pledge Agreement is in effect.

“ Pledge Agreement ”: this Pledge Agreement, as may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ Pledged Collateral ”: the Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, and all Proceeds, other than the Excluded Collateral.

“ Pledged LLC Interest ”: any and all of Pledgor’s LLC Interests in the Limited Liability Companies set forth in Schedule I attached hereto and any Additional Pledged LLC Interest at any time pledged pursuant to Section 5(e) , including, without limitation, all its rights to participate in the operation or management of the Limited Liability Companies and all its rights to properties, assets, member interests and distributions (except as otherwise provided herein) under the Limited Liability Company Agreements in respect of such LLC Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged LLC Interests while this Pledge Agreement is in effect.

“ Pledged Partnership Interest ”: any and all of Pledgor’s Partnership Interests in the Partnerships set forth in Schedule I attached hereto and any Additional Pledged Partnership Interest at any time pledged pursuant to Section 5(e) , including, without limitation, all its rights to participate in the operation or management of the Partnerships and all its rights to properties, assets, partnership interests and distributions (except as otherwise provided herein) under the Partnership Agreements in respect of such Partnership Interests, together with all certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged Partnership Interests while this Pledge Agreement is in effect.

“ Pledged Stock ”: any and all of Pledgor’s Capital Stock in the Corporations as set forth on Schedule I attached hereto, together with all stock certificates, options or rights of any nature whatsoever which may be issued or granted by any of the Issuers to Pledgor in respect of the Pledged Stock while this Pledge Agreement is in effect, together with any Additional Pledged Stock at any time pledged pursuant to Section 5(e) .

“ Pledgor ”: as defined in the Preamble hereto.

“ Proceeds ”: all “proceeds” as such term is defined in Section 9‑102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends, distributions or other income from the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests or collections thereon with respect thereto.

“ Secured Obligations ”: all “Guaranteed Obligations” as defined in the Parent Guarantee.

“ Securities Act ”: the Securities Act of 1933, as amended.

“ Security ”: as defined in Article 8-102(15) of the UCC.

“ SPE Intercreditor Agreement ”; the Equity Pledge Intercreditor Agreement, dated as of March 24, 2016, among Agent, Mortgage Loan Special Servicer, Borrowers, Corporate Guarantors, Parent Guarantor and SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

“ UCC ”: the Uniform Commercial Code from time to time in effect in the State of New York or, as the context requires, any other applicable jurisdiction.

2. Pledge; Grant of Security Interest . Subject to the terms hereof, each Pledgor hereby delivers, pledges and assigns, and transfers, as appropriate, to Pledgee all the Pledged Collateral in which it has any right, title or interest, and hereby grants to Pledgee a first priority security interest in the Pledged Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations.

3. Transfer Powers . Concurrently with the delivery to Pledgee of each certificate, if any, representing one or more shares of the Pledged Stock, Pledged LLC Interest or Pledged Partnership Interest which is a Security, Pledgor shall deliver an undated stock power or transfer power covering such certificate, duly executed in blank.

4. Representations and Warranties . Pledgor represents and warrants that:

(e) Pledgor is the record and beneficial owner of, and has title to, the Pledged Collateral pledged by it, free of any and all Liens or options in favor of any other Person, except the Lien created by this Pledge Agreement, and the first priority Lien in favor of Mortgage Loan Lenders pursuant to the Mortgage Loan Pledge Agreement;

(f) each of the SPE Propcos is organized as a limited liability company under the Delaware LLC Act;

(g) Maryland Guarantor has legal and valid title to all of the SPE Property in the State of Maryland and Maryland Subsidiary LLC does not own any SPE Property or other assets or properties;

(h) upon delivery to Pledgee of the certificates evidencing the Pledged Stock, the certificates evidencing the Pledged LLC Interests, and the certificates evidencing the Pledged Partnership Interests (and assuming the continuing possession by Mortgage Loan Special Servicer or Pledgee of such certificates in

accordance with the requirements of applicable law), the Liens granted pursuant to this Pledge Agreement in the Pledged Collateral evidenced by such certificates shall constitute perfected Liens in favor of Pledgee on the Pledged Collateral as collateral security for the Secured Obligations, which Liens will be prior to all other Liens on the Pledged Collateral of Pledgor;

(i) upon the filing of UCC-1 (or equivalent) financing statements in the jurisdictions referenced on Schedule II or in a supplement thereto, the Liens granted pursuant to this Pledge Agreement on that portion of the Pledged Collateral not perfected as described in Section 4(h) shall constitute perfected Liens in favor of Pledgee, on behalf and for the ratable benefit of Pledgee, on such Pledged Collateral as collateral security for the Secured Obligations, which Liens will be prior to all other Liens on such Pledged Collateral of Pledgor;

(j) the Pledged Partnership Interests (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) do not constitute investment company securities, (iii) are not held in a securities account (in each case within the meaning of Section 8‑103(c) of the UCC), and (iv) are not by their terms a “security” under Article 8 of the UCC;

(k) each Issuer of the Pledged LLC Interest has opted into Article 8 of the Delaware UCC pursuant to Section 8-103(c) of the Delaware UCC and such Pledged LLC Interests constitute Securities and each such Pledges LLC Interest is evidenced by a certificated security under the UCC which has been delivered to Mortgage Loan Special Servicer pursuant to the Mortgage Loan Pledge Agreement and is being held by Mortgage Loan Special Servicer in accordance with the terms of the SPE Intercreditor Agreement;

(l) all consents of each member or partner in each Limited Liability Company or Partnership to the grant of the security interests provided hereby and to the transfer of the Pledged LLC Interests or Pledged Partnership Interests, as the case may be, to Pledgee or its designee pursuant to the exercise of any remedies under Section 8 have been obtained and are in full force and effect;

(m) Pledgor’s location (for purposes of Section 9-307 of the UCC) is the place specified for Pledgor on Schedule II and, for the four (4) months preceding the date hereof, Pledgor’s location has not been any place other than the place specified on Schedule II . Pledgor, if not a “registered organization” as defined in the UCC, is so designated on Schedule II and has only one place of business, the location of which is at the place specified for Pledgor on Schedule II ; and

(n) (i) the exact legal name of Pledgor is as specified for Pledgor on Schedule II ; and (ii) Pledgor has not changed its legal name in the twelve (12) months preceding the date hereof.

5. Covenants . Pledgor hereby agrees that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full:

benefit of Pledgee as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of any Pledged Collateral or any property shall be distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any of the Borrowers or pursuant to the reorganization thereof, the property so distributed, to the extent (i) not prohibited under the Parent Guarantee or the other Financing Agreements, or (ii) otherwise approved by Pledgee, may be retained by Pledgor and used for purposes not inconsistent with the Financing Agreements (including, without limitation, permitted investments in new or existing Subsidiaries), and otherwise, shall be delivered to Pledgee to be held by it subject to the terms hereof, as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Pledged Collateral shall be received by Pledgor and required to be paid to or delivered to Pledgee hereunder, Pledgor shall, until such money or property is paid or delivered to Pledgee, hold such money or property in trust for Pledgee and Pledgee segregated from other funds of Pledgor, as additional collateral security for the Secured Obligations.

(b) Without the prior written consent of Pledgee, Pledgor will not (i) vote to enable, or take any other action to permit, any of the Issuers to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any of the Issuers, unless such securities are delivered to Pledgee, concurrently with the issuance thereof, to be held by Pledgee as Pledged Collateral, or are otherwise pledged to Pledgee hereunder, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, any Pledged Collateral, except as otherwise provided in the Loan Agreement and the Mortgage Loan Pledge Agreement, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and the lien in favor of the Mortgage Loan Lenders pursuant to the Mortgage Loan Pledge Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of Pledgor or Pledgee to sell, assign or transfer any of the Pledged Collateral, other than pursuant to the Mortgage Loan Pledge Agreement.

(c) Pledgor shall maintain the security interest created by this Pledge Agreement as a perfected security interest, senior in priority to all other interests or claims, other than security interest in favor of Mortgage Loan Lenders and shall defend such security interest against the claims and demands of all other Persons. At any time and from time to time, upon the written request of Pledgee, and at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Pledgee may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby and (ii) taking any actions necessary to enable Pledgee to take delivery of the Pledged Collateral or to obtain “control” (within the meaning of the UCC) with respect thereto. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall, subject to the terms of the SPE Intercreditor Agreement, be immediately delivered to Pledgee, duly endorsed in a manner satisfactory to Pledgee, to be held as Pledged Collateral pursuant to this Pledge Agreement.

(d) Pledgor covenants and agrees that with respect to all LLC Interests, including without limitation all Pledged LLC Interests, Pledgor shall at all times provide that (i) the LLC Interests shall constitute Securities and shall be governed by Article 8 of the UCC and (ii) the LLC Interests shall at all times be a certificated security evidenced by a security certificate under Article 8 of the UCC. Each of Pledgor, and by their signatures in the attached Acknowledgement and Consent, the Issuers, shall not, directly or indirectly, amend, modify or alter any of the Limited Liability Company Agreements or any of the other Governing Documents of any Limited Liability Company to opt out of Article 8 of the UCC or otherwise, directly or indirectly, to make the LLC Interests, including without limitation, the Pledged LLC Interests, no longer subject to Article 8 of the UCC. Within thirty (30) days of the date hereof, Pledgor and Issuers shall deliver to Pledgee, in form and substance acceptable to Pledgee, an acknowledgment consenting to the provisions in the Pledge Agreement in favor of Pledgee with the delivery of the amended and restated Limited Liability Company Agreement with respect to the SPE Propcos.

(e) If Pledgor shall at any time hold or acquire any shares or other interests of any Person which is not an Issuer hereunder but becomes an obligor under the Loan Agreement, Pledgor shall (i) promptly deliver such Equity Interests, and all certificates evidencing the same, to Pledgee to be held as additional collateral security for the Secured Obligations hereunder, (ii) promptly deliver to Pledgee a supplement to this Pledge Agreement, substantially in the form of Exhibit B to this Pledge Agreement, duly completed, adding such Equity Interests to Schedule I hereto, and (iii) promptly cause such Subsidiary to execute and deliver an acknowledgment and consent substantially in the form appended as Annex I to Exhibit B to this Pledge Agreement.

(f) Pledgor will not (i) without prior written notice to Pledgee, change its location (for purposes of Section 9-307 of the UCC) from that specified in Section 4(m) , (ii) without prior written notice to Pledgee, change its name, identity or structure or (iii) unless prior written notice to such effect shall have been given and any filing under the UCC as Pledgee may reasonably request to maintain the perfected security interest granted hereto has been made, reorganize under the laws of another jurisdiction or as a different type of entity.

(g) Pledgor acknowledges and agrees that (i) Maryland Guarantor shall at all times own legal and valid title to all of the SPE Property in the State of Maryland and (ii) Maryland Subsidiary LLC shall not own any SPE Property or other assets or properties.

(h) Pledgor acknowledges and agrees that (i) to the extent each interest in any Partnership controlled now or in the future by Pledgor and pledged hereunder is a Security, such interest shall be certificated, and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. Pledgor further acknowledges and agrees that with respect to any interest in any Partnership controlled now or in the future by Pledgor and pledged hereunder that is not a Security Pledgor shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless Pledgor provides prior written notification to Pledgee of such election and such interest is thereafter represented by a certificate that is promptly delivered to Pledgee pursuant to the terms hereof.

6. Cash Dividends; Voting Rights .

(a) Unless an Event of Default shall have occurred and be continuing and Pledgee shall have given notice to Pledgor of Pledgee’s intent to exercise its corresponding rights pursuant to Section 7 below, Pledgor shall be permitted to receive all cash distributions and dividends paid in the normal course of business of the Issuers in respect of the Pledged Collateral, to the extent permitted under the Loan Agreement and the Parent Guarantee, and to exercise all voting, corporate (with respect to Pledged Stock), member (with respect to Pledged LLC Interests) and partnership (with respect to Pledged Partnership Interests) rights with respect to the Pledged Collateral.

(b) Notwithstanding Section 6(a) , Pledgor agrees that no vote shall be cast or corporate, partnership or member right exercised or other action taken which would subordinate, invalidate, or eliminate the Liens granted hereunder or which would be inconsistent with or violate any provision of the Loan Agreement, this Pledge Agreement or any other Financing Agreement.

7. Rights of Pledgee .

(a) After the occurrence and during the continuance of an Event of Default it is agreed that all Proceeds received by Pledgor hereunder consisting of cash, checks and other near-cash items shall be held by Pledgor in trust for Pledgee, segregated from other funds of Pledgors. Such Proceeds shall, promptly upon receipt by Pledgor, be (i) turned over to Pledgee in the exact form received by Pledgor (duly endorsed by Pledgor to Pledgee, if required) to be held by Pledgee during the continuance of such Event of Default or (ii) deposited into a Proceeds Reserve Account and, to the extent not prohibited under the Financing Agreements, such amounts so deposited in a Proceeds Reserve Account may be used for purposes permitted under the Financing Agreements. Any and all such Proceeds held by Pledgee or held by Pledgor in trust for Pledgee shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a) .

(b) If an Event of Default shall occur and be continuing and Pledgee shall give notice of its intent to exercise such rights to Pledgor: (i) Pledgee shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 8(a) , and (ii) at the request of Pledgee, all shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of Pledgee or its nominee, and Pledgee or its nominee may thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or company structure of any of the Issuers, or upon the exercise by Pledgor or Pledgee of any right, privilege or option pertaining to such shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Pledgee shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Subject to the foregoing, Pledgee hereby agrees that all shares of Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests, as the case may be, registered in the name of Pledgee pursuant to clause (ii) of this Section 7(b) shall be re-registered in the respective Pledgor’s name if such Event of Default is cured prior to acceleration or is waived and no Event of Default is then continuing.

(c) The rights of Pledgee hereunder shall not be conditioned or contingent upon the pursuit by Pledgee of any right or remedy against any of the Borrowers or against any other Person which may be or become liable in respect of all or any part of any of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Pledgee shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof.

8. Remedies .

(a) If an Event of Default shall have occurred and be continuing, at any time at Pledgee’s election, Pledgee may apply all or any part of the Proceeds of the Pledged Collateral in payment of the Secured Obligations as specified in the Loan Agreement.

(b) If an Event of Default shall occur and be continuing, Pledgee may exercise, in addition to all other rights and remedies granted to it in this Pledge Agreement, the Financing Agreements (including all of the Security Instrument) and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a secured party under the UCC. In such circumstances, without limiting the generality of the foregoing, Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Pledgor, any of the Issuers or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted under the governing law specified in the Loan Agreement), may transfer all or any part of the Pledged Collateral into Pledgee’s name or the name of its nominee or nominees, and/or may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over‑the‑counter market, at any exchange, broker’s board or office of Pledgee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk and/or may take such other actions as may be available under applicable law. Pledgee shall have the right upon any such public sale or sales, and, to the extent permitted by law,

upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived or released. Pledgee shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of Pledgee and the other Pledgee arising out of the exercise by Pledgee hereunder, including, without limitation, documented fees and disbursements of counsel, to the payment in whole or in part of the Secured Obligations, in such order as is provided in Section 8(a) , and only after such application and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Section 9‑615 of the UCC, need Pledgee account for the surplus, if any, to Pledgor, subject to the rights, if any, of Mortgage Loan Lenders under the SPE Intercreditor Agreement of even date herewith. To the extent permitted by Applicable Law, Pledgor waives all claims, damages and demands it may acquire against Pledgee or any other Pledgee arising out of the exercise by Pledgee or any other Pledgee of any of its rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) business days before such sale or other disposition. Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Pledged Collateral are insufficient to pay the Secured Obligations (including the fees and disbursements of counsel employed by Pledgee to collect such deficiency to the extent provided therefor in Section 2. 1 of the Parent Guarantee).

9. Registration Rights; Private Sales.

(a) If Pledgee shall determine to exercise its right to sell any or all of the shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to Section 8 hereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of Pledgee it is necessary or advisable to have the Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, Pledgor will cause any or all of the Issuers to (i) execute and deliver, and cause the officers of such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of Pledgee, necessary or advisable to register the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of Pledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Pledgor agrees to cause the Issuers to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which Pledgee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Pledgor recognizes that Pledgee may be unable to effect a public sale of any or all the Pledged Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Pledgee than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Pledgee shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Issuers would agree to do so.

Pledgee and Pledgee, that Pledgee and Pledgee have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Loan Agreement.

10. Irrevocable Authorization and Instruction to Issuers . Pledgor hereby authorizes and instructs each Issuer to comply with any instruction received by it from Pledgee in writing that (a) states that an Event of Default has occurred and is continuing and (b) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from Pledgor, and Pledgor agrees that each Issuer shall be fully protected in so complying.

11. Agent’s Appointment as Attorney‑in‑Fact .

(a) Pledgor hereby irrevocably constitutes and appoints Pledgee and any officer or agent of Pledgee, with full power of substitution, as its true and lawful attorney‑in‑fact with full irrevocable power and authority in the place and stead of Pledgor and in the name of Pledgor or in Pledgee’s own name, from time to time in Pledgee’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Pledge Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer.

(b) Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in Section 11(a) . All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the security interest created hereby is released.

(c) The power of attorney conferred hereby on Pledgee is solely to protect, preserve and realize upon its security interest in the Pledged Collateral. This power of attorney shall neither create any agency on the part of Pledgee in favor of Pledgor, nor any fiduciary obligations or relationship on the part of any Pledgee for the benefit of Pledgor.

(d) Anything in this Section 11 to the contrary notwithstanding, Pledgee agrees that it will not exercise any rights provided for in this Section 11 unless an Event of Default has occurred and is continuing.

12. Limitation on Duties Regarding Pledged Collateral . Pledgee’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9‑207 of the UCC or otherwise, shall be to deal with it in the same manner as Pledgee deals with similar securities and property for its own account, except that Pledgee shall have no obligation to invest Proceeds held in any deposit or securities account and may hold the same as demand deposits. None of Pledgee, or any of its respective trustees, directors, officers, employees, agents, servicers or advisors shall be liable for failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on Pledgee hereunder are solely to protect Pledgee’s interests in the Collateral and shall not impose any duty upon Pledgee to exercise any such powers. Pledgee shall be accountable only for amounts that it actually receive as a result of the exercise of such powers, and neither it nor any of its trustees, servicers, officers, directors, employees, agents or advisors shall be responsible to Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

13. Authorization of Financing Statements . Pledgor hereby authorizes Pledgee to file financing statements with respect to the Pledged Collateral in such form and in such filing offices as Pledgee reasonably determines appropriate to perfect the security interests of Pledgee under this Pledge Agreement.

14. Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Pledged Collateral are irrevocable and powers coupled with an interest.

15. Further Assurances . Pledgor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Pledgee all documents, and take all actions, reasonably required by Pledgee from time to time to confirm the rights created or now or hereafter intended to be created under this Pledge Agreement, to protect and further the validity and enforceability of this Pledge Agreement or otherwise carry out the purposes of this Pledge Agreement.

16. Notices . All notices, requests and demands hereunder shall be made in accordance with the Loan Agreement and shall be in writing and (a) made to Pledgee at its address set forth below and to Pledgor at its address set forth below, or to such other address as either party may designate by written notice to the other in accordance with this provision, and (b) deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if by certified mail, return receipt requested, five (5) days after mailing.


Pledgor:	BlueLinx Holdings Inc. 4300 Wildwood Parkway Atlanta, Georgia 30339 Attention: General Counsel Facsimile No. (770) 953-7008


Pledgee:	Wells Fargo Bank, National Association

100 Park Avenue

New York, New York 10017

Attention: Regional Portfolio Manager – BlueLinx Corporation

Facsimile No. 212-545-4283

17. Severability . If any provision of this Pledge Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Pledge Agreement as a whole, but this Pledge Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

19. No Waiver; Cumulative Remedies . Pledgee shall not by any act (except by a written instrument pursuant to Section 20 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of Pledgee, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Pledgee would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

20. Waivers and Amendments; Successors and Assigns . No waiver of any term or condition of this Pledge 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 Pledgee’s part in exercising any right, power or privilege under this Pledge Agreement

or any other Financing Agreement shall operate as a waiver of any privilege, power or right hereunder. This Pledge Agreement shall be binding upon Pledgor and its successors and assigns and shall inure to the benefit of Pledgee and its successors and permitted assigns. Pledgor, without the prior written consent of Pledgee 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 Pledgor of its obligations hereunder.

21. Termination and Release .

(a) This Pledge Agreement (and all of Pledgee’s rights hereunder), the security interest granted in the Pledged Collateral and all other security interests granted hereby shall terminate when all the Secured Obligations have been paid in full (other than inchoate claims in respect of indemnities or other contingent obligations under the Financing Agreements that are not then due and payable and which are expressly stated therein to survive payment in full).

(b) In connection with any termination or release pursuant to paragraph (a) above, Pledgee shall promptly execute and deliver to Pledgor, at Pledgor’s expense, all Uniform Commercial Code termination statements and similar documents that Pledgor shall reasonably request to evidence such termination or release, and will duly assign and transfer to Pledgor such of the Pledged Collateral that may be in the possession of Pledgee and has not therefore been sold or otherwise applied or released pursuant to this Pledge Agreement, subject to the rights of Mortgage Loan Lenders under the SPE Intercreditor Agreement executed concurrently herewith. Any execution and delivery of documents pursuant to this Section 21 shall be without recourse to or representation or warranty by Pledgee. Pledgor shall reimburse Pledgee upon demand for all costs and out of pocket expenses, including the reasonable fees, charges and expenses of counsel, incurred by it in connection with any action contemplated by this Section 21 .

22. JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW

(a) The validity, interpretation and enforcement of this Pledge Agreement and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York.

(b) Each of Pledgor and Pledgee irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York for New York County and the United States District Court for the Southern District of New York, whichever Pledgee may elect, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Pledge Agreement or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Pledge Agreement or the transactions related hereto or thereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any dispute with respect to any such matters shall be heard only in the courts described above (except that Pledgee shall have the right to bring any action or proceeding against Pledgor or its property in the courts of any other jurisdiction which Pledgee deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce its rights against Pledgor or its property).

(c) Pledgor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address and to the attention of the person set forth herein and service so made shall be deemed to be completed ten (10) days after the same shall have been so deposited in the U.S. mails, or, at Pledgee’s option, by service upon Pledgor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Pledgor shall appear in answer to such process, failing which Pledgor shall be deemed in default and judgment may be entered by Pledgee against Pledgor for the amount of the claim and other relief requested.

(d) EACH OF PLEDGOR AND PLEDGEE HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS PLEDGE

AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PLEDGOR AND PLEDGEE OR ANY LENDER IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PLEDGOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT PLEDGOR OR PLEDGEE MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS PLEDGE AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(e) Pledgee and Agent and Lenders shall not have any liability to Pledgor (whether in tort, contract, equity or otherwise) for losses suffered by Pledgor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Pledge Agreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Pledgee or such Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Pledgee shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Pledge Agreement

23. Waiver of Certain Damages . Pledgor and Pledgee (on behalf of itself and each Pledgee) hereby waives, to the maximum extent not prohibited by Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to herein for any special, exemplary, punitive or consequential damages.

24. Counterclaims and Other Actions . Pledgor hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by Pledgee in connection with this Pledge Agreement, any and every right it may have to (a) interpose any counterclaim therein (other than a counterclaim which can only be asserted in the suit, action or proceeding brought by Pledgee on this Pledge Agreement and cannot be maintained in a separate action) and (b) have any such suit, action or proceeding consolidated with any other or separate suit, action or proceeding.

25. Counterparts . This Pledge Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Pledge Agreement by telefacsimile or other electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Pledge Agreement. Any party delivering an executed counterpart of this Pledge Agreement by telefacsimile or other electronic transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Pledge Agreement.

26. SPE Intercreditor Agreement . Notwithstanding anything herein to the contrary, the lien and security interest granted to Pledgee and Lenders pursuant to this Pledge Agreement and the exercise of any right or remedy by Pledgee and Lenders hereunder are subject to the provisions of the SPE Intercreditor Agreement. As between Pledgee and Mortgage Loan Lenders, if there is a conflict between the terms of the Intercreditor Agreement and this Pledge Agreement, the terms of the SPE Intercreditor Agreement will control.

IN WITNESS WHEREOF, each of the undersigned has caused this Pledge Agreement to be duly executed and delivered as of the date first above written.

PLEDGOR:

BLUELINX HOLDINGS, INC.

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice PResident, General Counsel and Secretary

ACKNOWLEDGED AND AGREED:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Pledgee

By: /s/ Marc J. Brier

Name: Marc J. Brier

Title: Authorized Signatory

ACKNOWLEDGMENT AND CONSENT

The undersigned, the Issuers referred to in the Pledge Agreement, dated as of March 24, 2016, by and among Pledgor and Wells Fargo Bank, National Association, in its capacity as Pledgee (the “ Pledge Agreement ”), hereby acknowledge receipt of a copy of the Pledge Agreement and agree to be bound thereby and to comply with the terms thereof insofar as such terms are applicable to them, including without limitation, Section 5(d) of the Pledge Agreement. The undersigned agree to notify Pledgee promptly in writing of the occurrence of any of the events described in Section 5(a) of the Pledge Agreement. The undersigned further agree that the terms of Section 9(c) of the Pledge Agreement shall apply to them, mutatis mutandis , with respect to all actions that may be required of them under or pursuant to or arising out of Section 10 of the Pledge Agreement.

ISSUERS:



ABP AL (MIDFIELD) LLC	ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC	ABP CA (NATIONAL CITY) LLC
ABP CO II (DENVER) 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 (NEW ORLEANS) LLC
ABP LA (SHREVEPORT) LLC	ABP MA (BELLINGHAM) LLC
ABP MD (BALTIMORE) LLC	DELETED
ABP ME (PORTLAND) LLC	ABP MI (DETROIT) LLC
ABP MI (GRAND RAPIDS) LLC	ABP MN (MAPLE GROVE) LLC
ABP MO (BRIDGETON) LLC	ABP MO (KANSAS CITY) LLC
ABP MO (SPRINGFIELD) LLC	ABP MS (PEARL) LLC
ABP NC (BUTNER) LLC	ABP NC (CHARLOTTE) LLC
ABP NJ (DENVILLE) LLC	ABP NY (YAPHANK) LLC
ABP OH (TALMADGE) LLC	ABP OK (TULSA) LLC
ABP PA (ALLENTOWN) LLC	ABP PA (STANTON) LLC
ABP SC (CHARLESTON) LLC	ABP TN (ERWIN) LLC



ABP TN (MADISON) LLC	ABP TN (MEMPHIS) LLC
ABP TX (EL PASO) LLC	ABP TX (FORT WORTH) LLC
ABP TX (HARLINGEN) LLC	ABP TX (HOUSTON) LLC
ABP TX (LUBBOCK) LLC	ABP TX (SAN ANTONIO) LLC
ABP VA (RICHMOND) LLC	ABP VA (VIRGINIA BEACH) LLC
ABP VT (SHELBURNE) LLC	ABP WI (WAUSAU) LLC
ABP AL (MIDFIELD) LLC	ABP AR (LITTLE ROCK) LLC
ABP CA (CITY OF INDUSTRY) LLC	ABP CA (NATIONAL CITY) LLC
ABP CO II (DENVER) LLC	ABP FL (LAKE CITY) LLC
ABP FL (MIAMI) LLC	ABP FL (PENSACOLA) LLC

Each entity listed above, each a Delaware limited liability company

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice-President and General Counsel

Exhibit 10.39

LIMITED RECOURSE GUARANTEE

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.

W I T N E S S E T H :

WHEREAS, Agent, for itself and the parties from time to time to the Loan Agreement (as hereinafter defined) as lenders (collectively, “Lenders”), BlueLinx Corporation, a Georgia corporation, successor by merger to the merger of BlueLinx Services Inc., a Georgia corporation, with and into BlueLinx Corporation with BlueLinx Corporation as the surviving corporation of such merger (“BlueLinx”), and BlueLinx Florida LP, a Florida limited partnership (“BFLP”, and together with BlueLinx, each individually a “Borrower” and collectively, “Borrowers”) and Parent Guarantor have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Loan and Security Agreement, dated August 4, 2006, by and among Agent, Lenders, Borrowers and Parent Guarantor, as amended through Twelfth Amendment to Amended and Restated Loan and Security Agreement (“Amendment No. 12”), dated as of the date hereof (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”, and together with all agreements, documents and instruments at any time executed and/or delivered in connection therewith or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated, or replaced, collectively, the “Financing Agreements”); and

WHEREAS, due to the close business and financial relationships between Borrowers and Parent Guarantor, in consideration of the benefits which will accrue to Parent Guarantor and as an inducement for and in consideration of Lenders (or Agent on behalf of Lenders) to continue to make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan Agreement and the other Financing Agreements;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent Guarantor hereby jointly and severally agrees in favor of Agent and Lenders as follows:

Section 1. Definitions .

1.1. As used herein, the following definitions shall have the meanings given to them below:

(a) “ Bankruptcy Code ” shall mean the United States Bankruptcy Code, being Title 11 of the United States Code, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented.

(b) “ Guaranteed Obligations ” shall have the meaning set forth in Section 2.1 hereof.

(d) “ Parent Pledge Agreement ” shall mean the Pledge Agreement, dated as of the date hereof, by Parent Guarantor in favor of Agent and Lenders with respect to the equity interests of Parent Guarantor in the SPE Propcos, as the same may be amended, modified, supplemented, extended, renewed, restated, or replaced.

(e) “ SPE Propcos ” shall mean all single purposes entity limited liability companies now or hereafter owned by Parent Guarantor, including, without limitation the limited liability companies set forth on Schedule 1.3 to the Loan Agreement as added by Amendment No. 12.

1.2. All capitalized terms used herein and not defined herein shall have the meanings given to such terms in the Loan Agreement.

Section 2. Guarantee .

2.1. Subject to the limitations set forth in Section 2.2 hereof, Parent Guarantor absolutely and unconditionally guarantees and agrees to be liable for the full and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the “Guaranteed Obligations”): (a) all obligations, liabilities and indebtedness of any kind, nature and description of Borrowers to Agent, any Lender and/or its affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under the Loan Agreement or the other Financing Agreements, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to each Borrower under the Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts, which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole or in part in any such case and including loans, interest, fees, charges and expenses related thereto and all other obligations of each Borrower or its successors to Agent or any Lender arising after the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Agent or any Lender and (b) all expenses (including, without limitation, attorneys’ fees and legal expenses) incurred by Agent or any Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of any Borrower’s obligations, liabilities and indebtedness as aforesaid to Agent or any Lender, the rights of Agent or any Lender in any collateral or under this Guarantee and all other Financing Agreements or in any way involving claims by or against Agent or any Lender directly or indirectly arising out of or related to the relationships between Borrowers, Parent Guarantor or any other Obligor (as hereinafter defined) and Agent or any Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Loan Agreement and the other Financing Agreements or after the commencement of any case with respect to Borrowers or Parent Guarantor under the Bankruptcy Code or any similar statute.

2.2. Notwithstanding anything to the contrary contained in this Guarantee, the liability of Parent Guarantor hereunder for the Guaranteed Obligations shall not exceed (a) the amount of $50,000,000 thereof at any time outstanding, plus (b) costs, expenses and other charges related to any advances to preserve or protect the SPE Property or the Collateral or related to the collection of such Guaranteed Obligations, including, but not limited to, attorneys’ fees and legal expenses (collectively, the “Maximum Amount”).

2.3. This Guarantee is a guaranty of payment and not of collection. Parent Guarantor agrees that Agent need not attempt to collect any Guaranteed Obligations from Borrowers, Parent Guarantor or any other Obligor or to realize upon any collateral, but may require Parent Guarantor to make immediate payment of all of the Guaranteed Obligations to Agent and Lenders when due, whether by maturity, acceleration or otherwise, or at any time thereafter. Agent may apply any amounts received in respect of the Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including attorneys’ fees and legal expenses incurred by Agent or any Lender with respect thereto or otherwise chargeable to Borrowers or Parent Guarantor) and in such order as Agent may elect. Notwithstanding anything to the contrary contained herein or otherwise, all payments applied to the Guaranteed Obligations (whether from proceeds of collateral or otherwise) shall be deemed applied first to the Guaranteed Obligations then outstanding in an amount in excess of the limitation on the liability of Parent Guarantor provided for herein.

2.4. Payment by Parent Guarantor shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Parent Guarantor shall make all payments to Lender on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against Parent Guarantor either in the same action in which any Borrower or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any judgment, based on this Guarantee is brought against Parent Guarantor, Parent Guarantor agrees not to deduct, set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Lender to Parent Guarantor.

2.5. Notwithstanding anything to the contrary contained herein, the amount of the obligations payable by Guarantor under this Guarantee shall not exceed the Maximum Amount unless a court of competent jurisdiction adjudicates Guarantor’s obligations to be invalid, avoidable or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of the obligations payable by Guarantor hereunder shall be limited to the lesser of the Maximum Amount or the maximum amount that could be guaranteed by Guarantor without rendering Guarantor’s obligations under this Guarantee invalid, avoidable or unenforceable under such applicable law.

Section 3. Limited Recourse .

3.1. Notwithstanding anything to the contrary contained in this Guarantee, or any other Financing Agreement, Parent Guarantor’s liability hereunder for the Guaranteed Obligations shall be limited to the lesser of the Maximum Amount and the value of the Pledged Collateral (as defined in the Parent Pledge Agreement) pledged to Agent and Lenders by Parent Guarantor, and the enforcement of Agent’s rights and remedies in respect of such liability of Parent Guarantor shall be limited to the Pledged Collateral as set forth in this Section 3 and in the Parent Pledge Agreement; provided , that , Parent Guarantor’s liability for the Guaranteed Obligations shall not be limited to the value of the Pledged Collateral for any loss, damage, cost, expense, liability, claim or other obligations incurred by Agent or Lenders (a “Loss”):

(a) arising out of or in connection with fraud or intentional material misrepresentation by Parent Guarantor or any SPE Propco or any of their principals, officers, agents or employees in connection with the Parent Pledge Agreement and the SPE Agreement;

(b) for any damage to the SPE Property arising from intentional misconduct of Parent Guarantor or any SPE Propco or any of their principals, officers, agents or employees, and any removal of assets forming part of any SPE Property by Parent Guarantor or any SPE Propco in violation of the Financing Agreements;

(c) the amount of any misappropriation or conversion by Parent Guarantor or any SPE Propco of (i) any proceeds paid by reason of any casualty, damage or destruction of any SPE Property, (ii) any proceeds received in connection with a taking, (iii) any rents following and during the continuance of an Event of Default, or (iv) any rents paid more than one (1) month in advance (it being agreed that no use of funds for the repair, maintenance or operations of the SPE Property shall be treated as a “misappropriation” hereunder);

(d) which may at any time be imposed upon, incurred by or awarded against Agent or any Lender, in the event (and arising out of such circumstances) that any SPE Propco should raise any defense, counterclaim and/or allegation in any foreclosure action by Agent relative to any SPE Property any part thereof which is found by a court of competent jurisdiction in a final, non-appealable decision to have been raised by Parent Guarantor or a SPE Propco in bad faith or to be without basis in fact or law;

(e) arising out of or in connection with any SPE Propco’s failure to obtain Agent’s prior written consent to a transfer of any SPE Property to the extent required by the SPE Agreement, but subject to the terms and conditions of the SPE Intercreditor Agreement; or

(f) reasonable attorney’s fees and expenses incurred by Agent in connection with any successful suit filed on account of any of the foregoing clauses (a) through (e).

3.2. Upon the occurrence of any Event of Default, Agent may collect, realize upon, sell or take any other enforcement action pursuant to the Parent Pledge Agreement with respect to the Pledged Collateral or any portion thereof or take any enforcement action against Parent Guarantor with respect to any of the obligations, liabilities or amounts arising from any Loss referred to in Section 3.1(a) through (f) hereof to the extent the value of the Pledged Collateral is insufficient to satisfy the obligations, liabilities or amounts arising from any such Loss.

Section 4. Waivers and Consents .

4.1. Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrowers or Parent Guarantor are entitled are hereby waived

by Parent Guarantor . Parent Guarantor also waives notice of and hereby consents to, (a) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent or Lenders for the obligations of Borrowers or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), including, without limitation, the surrender or release by Agent and any Lender of Parent Guarantor hereunder,(b) the exercise of, or refraining from the exercise of any rights against any Borrower, Parent Guarantor or any other Obligor or any collateral, (c) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations and (d) any financing by Agent and any Lender of Borrowers under Section 364 of the Bankruptcy Code or consent to the use of cash collateral by Agent or Lender under Section 363 of the Bankruptcy Code. Parent Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Parent Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing.

4.2. No invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrowers in respect of any of the Guaranteed Obligations, or Parent Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of Parent Guarantor hereunder shall not be discharged or impaired in any respect by reason of any failure by Agent or any Lender to perfect or continue perfection of any lien or security interest in any collateral or any delay by Agent or any Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrowers under the United States Bankruptcy Code or any similar statute, Parent Guarantor shall be liable therefor, even if any Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Parent Guarantor acknowledges that Agent and Lenders have not made any representations to any Parent Guarantor with respect to Borrowers, any other Obligor or otherwise in connection with the execution and delivery by Parent Guarantor of this Guarantee and Parent Guarantor are not in any respect relying upon Agent or any Lender or any statements by Agent or any Lender in connection with this Guarantee.

4.3. Unless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrowers, Parent Guarantor hereby irrevocably and unconditionally waives and relinquishes (a) all statutory, contractual, common law, equitable and all other claims against Borrowers, any collateral for the Guaranteed Obligations or other assets of Borrowers or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or Lenders by Parent Guarantor hereunder and (b) any and all other benefits which Parent Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any amounts paid by or collected or due from Parent Guarantor, Borrowers or any other Obligor upon the Guaranteed Obligations or realized from their property.

Section 5. Subordination . Payment of all amounts now or hereafter owed to Parent Guarantor by Borrowers or any other Obligor is hereby subordinated in right of payment to the indefeasible payment in full to Agent and Lenders of the Guaranteed Obligations and all such amounts and any security and guarantees therefor are hereby assigned to Lender as security for the Guaranteed Obligations.

Section 6. Acceleration . Notwithstanding anything to the contrary contained herein or any of the terms of any of the other Financing Agreements, the liability of Parent Guarantor for the entire Guaranteed Obligations shall mature and become immediately due and payable, even if the liability of Borrowers or any other Obligor therefor does not, upon the occurrence of an Event of Default and the exercise by Agent of remedies against Borrowers or against Parent Guarantor under the Parent Pledge Agreement.

Section 7. Account Stated . The books and records of Agent showing the account between Agent, Lenders and Borrowers shall be admissible in evidence in any action or proceeding against or involving Parent Guarantor as prima facie proof of the items therein set forth, and the monthly statements of Agent rendered to Borrowers, to the extent to which no written objection is made within thirty (30) days from the date of sending

thereof to Borrowers, shall be deemed conclusively correct and constitute an account stated between Agent, Lenders and Borrowers and be binding on Parent Guarantor.

Section 8. Termination . This Guarantee is continuing, absolute and unconditional. Parent Guarantor shall continue to be liable hereunder until Agent agrees to terminate this Guarantee pursuant to a written agreement satisfactory to Agent. All Guaranteed Obligations shall be conclusively presumed to have been created in reliance on this Guarantee.

Section 9. Reinstatement . If after receipt of any payment of, or proceeds of collateral applied to the payment of, any of the Guaranteed Obligations, Agent or any Lender is required to surrender or return such payment or proceeds to any Person for any reason, then the Guaranteed Obligations intended to be satisfied by such payment or proceeds shall be reinstated and continue and this Guarantee shall continue in full force and effect as if such payment or proceeds had not been received by Agent or such Lender. Parent Guarantor shall be liable to pay to Agent and such Lender, and does indemnify and hold Agent and each Lender harmless for the amount of any payments or proceeds surrendered or returned. This Section 9 shall remain effective notwithstanding any contrary action which may be taken by Agent Lenders in reliance upon such payment or proceeds. This Section 9 shall survive the termination or revocation of this Guarantee.

Section 10. Amendments and Waivers . Neither this Guarantee nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed by an authorized officer of Agent. Agent shall not by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies unless such waiver shall be in writing and signed by an authorized officer of Agent. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Agent of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Agent would otherwise have on any future occasion, whether similar in kind or otherwise.

Section 11. Representations, Warranties and Covenants .

11.1. Parent Guarantor is a corporation duly organized and in good standing under the laws of its state or other jurisdiction of incorporation and is duly qualified as a foreign corporation and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on the financial condition, results of operation or businesses of Parent Guarantor or the rights of Agent or any Lender hereunder or under any of the other Financing Agreements.

11.2. The execution, delivery and performance of this Guarantee is within the corporate powers of Parent Guarantor , have been duly authorized and are not in contravention of law or the terms of the certificates of incorporation, by‑laws, or other organizational documentation of Parent Guarantor , or any indenture, agreement or undertaking to which Parent Guarantor is a party or by which Parent Guarantor or its property are bound. This Guarantee constitutes the legal, valid and binding obligation of Parent Guarantor enforceable in accordance with its terms. Parent Guarantor signing this Guarantee shall be bound hereby whether or not Parent Guarantor or any other person signs this Guarantee at any time.

11.3. Parent Guarantor shall not enter into any refinancing of the Indebtedness arising under the Mortgage Loan Agreement and the other Mortgage Loan Documents, except to the extent provided by the Loan Agreement. Parent Guarantor acknowledges and agrees that, although it is not a “Guarantor” (as defined in the Loan Agreement), Parent Guarantor shall be a party to, and be bound by, Section 9.24 of the Loan Agreement and any of the other terms of the Loan Agreement or the other Financing Agreements that are expressly applicable to Parent Guarantor.

Section 12. Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver .

12.1. The validity, interpretation and enforcement of this Guarantee and any dispute arising out of the relationship between Parent Guarantor and Agent or any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of New York.

12.2. Parent Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York of New York County and the United States District Court for the Southern District of New York, whichever Agent may elect and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Parent Guarantor and Agent or any Lender in respect of this Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Parent Guarantor or Borrowers and Agent or any Lender or the conduct of any such persons in connection with this Guarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Parent Guarantor or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on collateral at any time granted by Borrowers or Parent Guarantor to Agent or any Lender or to otherwise enforce its rights against Parent Guarantor or its property).

12.3. Parent Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent’s option, by service upon Parent Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Parent Guarantor so served shall appear in answer to such process, failing which Parent Guarantor shall be deemed in default and judgment may be entered by Agent against Parent Guarantor for the amount of the claim and other relief requested.

12.4. PARENT GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF PARENT GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. PARENT GUARANTOR, AGENT AND LENDERS HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT PARENT GUARANTOR OR AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF PARENT GUARANTOR, AGENT OR ANY LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.5. Agent and Lenders shall not have any liability to Parent Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Parent Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Agent and Lenders shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Loan Agreement and the other Financing Agreements.

Section 13. Notices . All notices, requests and demands hereunder shall be in writing and (a) made to Agent at its address set forth above and to Parent Guarantor at its chief executive office set forth above, or to such other address as either party may designate by written notice to the other in accordance with this provision, and (b) deemed to have been given or made: if delivered in person, immediately upon delivery; if by telex, telegram or facsimile transmission, immediately upon sending and upon confirmation of receipt; if by nationally recognized overnight courier service with instructions to deliver the next business day, one (1) business day after sending; and if by certified mail, return receipt requested, five (5) days after mailing.

Section 14. Partial Invalidity . If any provision of this Guarantee is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Guarantee as a whole, but this Guarantee shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the

rights and obligations of the parties shall be construed and enforced only to such extent as shall be permitted by applicable law.

Section 15. Entire Agreement . This Guarantee represents the entire agreement and understanding of this parties concerning the subject matter hereof, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter hereof, whether oral or written.

15.1. Successors and Assigns . This Guarantee shall be binding upon Parent Guarantor and their respective successors and assigns and shall inure to the benefit of Agent, Lenders and its successors, endorsees, transferees and assigns. The liquidation, dissolution or termination of Parent Guarantor shall not terminate this Guarantee as to such entity or as to Parent Guarantor.

15.2. Construction . All references to the term “Parent Guarantor” wherever used herein shall mean Parent Guarantor and its respective successors and assigns, individually and collectively, jointly and severally (including, without limitation, any receiver, trustee or custodian for Parent Guarantor or any of its respective assets or Parent Guarantor in its capacity as debtor or debtor-in-possession under the United States Bankruptcy Code). All references to the term “Agent” wherever used herein shall mean Agent and its successors and assigns or a replacement Agent appointed in accordance with the terms and conditions of the Loan Agreement. All references to the term “Lenders” wherever used herein shall mean each Lender and its successors and assigns. All references to the term “Borrowers” wherever used herein shall mean Borrowers and each Borrower’s successors and assigns (including, without limitation, any receiver, trustee or custodian for Borrowers or any of each Borrower’s assets or Borrower in each Borrower’s capacity as debtor or debtor-in-possession under the United States Bankruptcy Code). All references to the term “Person” or “person” wherever used herein shall mean any individual, sole proprietorship, partnership, corporation (including, without limitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability partnership, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity or any government or any agency or instrumentality of political subdivision thereof. All references to the plural shall also mean the singular and to the singular shall also mean the plural.

IN WITNESS WHEREOF, Parent Guarantor has executed and delivered this Guarantee as of the day and year first above written.

BLUELINX HOLDINGS INC.

By: /s/ Shyam K. Reddy

Name: Shyam K. Reddy

Title: Senior Vice President, General Counsel, and Secretary

Exhibit 21.1



LIST OF SUBSIDIARIES
		Jurisdiction of
	Name of Subsidiary	Organization
1.	BLUELINX CORPORATION	Georgia

2.	BLUELINX FLORIDA LP	Florida

3.	BLUELINX FLORIDA HOLDING NO. 1 INC.	Georgia

4.	BLUELINX FLORIDA HOLDING NO. 2 INC.	Georgia

5.	BLUELINX BUILDING PRODUCTS CANADA LTD.	British Columbia, Canada

6.	BLX REAL ESTATE LLC	Delaware

7.	ABP AL (MIDFIELD) LLC	Delaware

8.	ABP AR (LITTLE ROCK) LLC	Delaware

9.	ABP CA (CITY OF INDUSTRY) LLC	Delaware

10.	ABP CA (NATIONAL CITY) LLC	Delaware

11.	ABP CO II (DENVER) LLC	Delaware

12.	ABP FL (LAKE CITY) LLC	Delaware

13.	ABP FL (MIAMI) LLC	Delaware

14.	ABP FL (PENSACOLA) LLC	Delaware

15.	ABP FL (TAMPA) LLC	Delaware

16.	ABP FL (YULEE) LLC	Delaware

17.	ABP GA (LAWRENCEVILLE) LLC	Delaware

18.	ABP IA (DES MOINES) LLC	Delaware

19.	ABP IL (UNIVERSITY PARK) LLC	Delaware

20.	ABP IN (ELKHART) LLC	Delaware

21.	ABP KY (INDEPENDENCE) LLC	Delaware



22.	ABP LA (SHREVEPORT) LLC	Delaware

23.	ABP LA (NEW ORLEANS) LLC	Delaware

24.	ABP MA (BELLINGHAM) LLC	Delaware

25.	ABP MD (BALTIMORE) LLC	Delaware

26.	ABP ME (PORTLAND) LLC	Delaware

27.	ABP MI (DETROIT) LLC	Delaware

28.	ABP MI (GRAND RAPIDS) LLC	Delaware

29.	ABP MN (MAPLE GROVE) LLC	Delaware

30.	ABP MO (BRIDGETON) LLC	Delaware

31.	ABP MO (KANSAS CITY) LLC	Delaware

32.	ABP MO (SPRINGFIELD) LLC	Delaware

33.	ABP MS (PEARL) LLC	Delaware

34.	ABP NC (BUTNER) LLC	Delaware

35.	ABP NC (CHARLOTTE) LLC	Delaware

36.	ABP NJ (DENVILLE) LLC	Delaware

37.	ABP NY (YAPHANK) LLC	Delaware

38.	ABP OH (TALMADGE) LLC	Delaware

39.	ABP OK (TULSA) LLC	Delaware

40.	ABP PA (ALLENTOWN) LLC	Delaware

41.	ABP PA (STANTON) LLC	Delaware

42.	ABP SC (CHARLESTON) LLC	Delaware

43.	ABP TN (ERWIN) LLC	Delaware

44.	ABP TN (MEMPHIS) LLC	Delaware



45.	ABP TN (MADISON) LLC	Delaware

46.	ABP TX (EL PASO) LLC	Delaware



47.	ABP TX (FORT WORTH) LLC	Delaware

48.	ABP TX (HARLINGEN) LLC	Delaware

49.	ABP TX (HOUSTON) LLC	Delaware

50.	ABP TX (LUBBOCK) LLC	Delaware

51.	ABP TX (SAN ANTONIO) LLC	Delaware

52.	ABP VA (RICHMOND) LLC	Delaware

53.	ABP VA (VIRGINIA BEACH) LLC	Delaware

54.	ABP VT (SHELBURNE) LLC	Delaware

55.	ABP WI (WAUSAU) LLC	Delaware

56.	BLX SC (CHARLESTON) LLC	Delaware

57.	ELKHART IMH LLC	Georgia

58.	INDUSTRIAL REDEVELOPMENT FUND LLC	Georgia

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

BlueLinx Holdings Inc.

Atlanta, Georgia

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑3(File No. 333-176131) and Form S-8 (File No. 333-183027, No. 333-176130, No. 333-151529, No. 333-134612 and No. 333-124721) of BlueLinx Holdings Inc. and subsidiaries of our reports dated March 28, 2016 , relating to the consolidated financial statements, and the effectiveness of BlueLinx Holdings Inc. and subsidiaries’ internal control over financial reporting, which appear in this Form 10-K.

/s/ BDO USA, LLP

Atlanta, Georgia

March 28, 2016

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


•	Registration Statement (Form S-3 No. 333-176131) of BlueLinx Holdings Inc.,


•	Registration Statement (Form S-8 No. 333-183027) pertaining to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan,


•	Registration Statement (Form S-8 No. 333-176130) pertaining to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan,


•	Registration Statement (Form S-8 No. 333-151529) pertaining to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan,


•	Registration Statement (Form S-8 No. 333-134612) pertaining to the BlueLinx Holdings Inc. 2006 Long-Term Equity Incentive Plan, and


•	Registration Statement (Form S-8 No. 333-124721) pertaining to the BlueLinx Holdings Inc. Equity Incentive Plan;

of our reports dated February 19, 2015, with respect to the consolidated financial statements of BlueLinx Holdings Inc. and subsidiaries and the effectiveness of internal control over financial reporting of BlueLinx Holdings Inc. and subsidiaries included in this Annual Report (Form 10-K) for the fiscal year ended January 2, 2016.

/s/ Ernst & Young, LLP

Atlanta, GA

March 28, 2016

Exhibit 31.1

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

I, Mitchell B. Lewis certify that:


(1)	I have reviewed this annual report on Form 10-K of BlueLinx Holdings Inc.;


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



March 28, 2016

		/s/ Mitchell B. Lewis
		Mitchell B. Lewis
		BlueLinx Holdings Inc.
		Chief Executive Officer

Exhibit 31.2

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

I, Susan C. O'Farrell certify that:


(1)	I have reviewed this annual report on Form 10-K of BlueLinx Holdings Inc.;


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



March 28, 2016

		/s/ Susan C. O'Farrell
		Susan C. O'Farrell
		BlueLinx Holdings Inc.
		Chief Financial Officer, and Treasurer

Exhibit 32.1

BLUELINX HOLDINGS INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of BlueLinx Holdings Inc. (the “Company”) on Form 10-K for the year ending January 3, 2015, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Mitchell B. Lewis, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



March 28, 2016	By:	/s/ Mitchell B. Lewis
		Mitchell B. Lewis
		Chief Executive Officer

Exhibit 32.2

BLUELINX HOLDINGS INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of BlueLinx Holdings Inc. (the “Company”) on Form 10-K for the year ending January 3, 2015 as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Susan C. O'Farrell, Chief Financial Officer and Treasurer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



March 28, 2016	By:	/s/ Susan C. O'Farrell
		Susan C. O'Farrell
		Senior Vice President,
		Chief Financial Officer, and Treasurer

Exhibit 99.1

4300 Wildwood Parkway

Atlanta, GA 30339

1-888-502-BLUE

www.BlueLinxCo.com

BlueLinx Contact Information:

Susan O’Farrell, SVP, CFO & Treasurer Natalie Poulos, Investor Relations

BlueLinx Holdings Inc. BlueLinx Holdings Inc.

(770) 953-7000 (770) 953-7522

investor.relations@bluelinxco.com

FOR IMMEDIATE RELEASE

BLUELINX ANNOUNCES FOURTH-QUARTER AND FULL-YEAR RESULTS

- Successfully Completed Loan Extensions -

- Best Fourth Quarter of Adjusted EBITDA since 2006 -

- Adjusted EBITDA of $4.2 million, Up 121% from Q4 2014 -

- Net Debt Down $23.6 million from Prior Year-End -

ATLANTA - March 28, 2016 - BlueLinx Holdings Inc. (NYSE:BXC), a leading distributor of building products in North America, today reported financial results for the fiscal fourth quarter and audited financial results for the fiscal year-ended January 2, 2016.

Fourth Quarter and Fiscal Year Financial Highlights


•	Adjusted EBITDA of $4.2 million, an increase of 121% from prior year quarter


•	Gross margin up 105 basis points from prior year quarter


•	Net debt down $23.6 million from prior year-end

“We are pleased to announce that we successfully completed the extension of our CMBS mortgage and ABL and Tranche A loans simultaneously, extending our mortgage for three years and our ABL and Tranche A loans through July 15, 2017. This is the first step in significantly reducing the Company’s financial leverage and enabling us to quickly monetize our real estate portfolio while we continue our working capital emphasis,” said Mitch Lewis, President and Chief Executive Officer.

Lewis continued, “Our fourth quarter results reflect the momentum we began to enjoy last year with our gross margin and profitability initiatives. Our emphasis on enhancing margins while maintaining our focus on managing the Company’s expenses contributed to this improved performance.”

Susan O’Farrell, Senior Vice President and Chief Financial Officer added, “As mentioned last week on our earnings call, we are encouraged that our working capital initiatives drove a year-end cash utilization improvement of $52.2 million from full year fiscal year 2014. In 2015, we generated $39.9 million in cash from operations versus cash used of $12.3 million from operations in 2014. Additionally, net debt was reduced by $23.6 million for the 2015 year-end when compared to the same period a year ago, decreasing both our mortgage and asset-based revolving credit balances.”

Fourth Quarter Results Compared to Prior Year Period

Revenues for the fiscal fourth quarter were $428.2 million , a decrease of 5.7% from 2014 levels. Prices for structural products were down 12%, led mostly by lumber price declines, while lumber unit volumes were up 6%. Unit volumes for our specialty lumber and siding categories increased approximately 26% and 5%, respectively. Gross margin in fiscal fourth quarter 2015 was 12.0%, an increase of 105 basis points from fiscal fourth quarter 2014 and gross profit in fiscal fourth quarter 2015 was $51.5 million , versus $49.8 million in fiscal fourth quarter 2014.

Selling, general and administrative costs were reduced by $2.8 million year over year primarily in fuel, payroll related expense categories, and other expenses. The Company recorded a net loss of $6.1 million for fiscal fourth quarter 2015 compared to a net

loss of $7.6 million for fiscal fourth quarter 2014, an increase in net income of $1.5 million. Adjusted EBITDA for the fiscal fourth quarter 2015 was $4.2 million, versus Adjusted EBITDA of $1.9 million for the same period a year ago.

Full Year Fiscal 2015 Financial Results Compared to Prior Year

The Company reported revenues for fiscal 2015 of $1,916.6 million , a decline of $62.8 million , or 3% , on a comparable basis to $1,979.4 million in fiscal 2014. Gross profit for the twelve months ended January 2, 2016, totaled $222.5 million , compared to $229.1 million for the fiscal year ended January 3, 2015, while gross margin remained flat year over year at 11.6% .

Operating expenses were reduced by $9.9 million year over year, mainly driven by the reduction in selling, general and administrative costs of $15.4 million, offset by a gain on property sales in 2014 of $5.3 million. The Company recorded a net loss of $11.6 million , $(0.13) per basic and diluted share, in fiscal 2015 compared to a net loss of $13.9 million , $(0.16) per basic and diluted share, in fiscal 2014, an improvement in net income of $2.3 million. Adjusted EBITDA for fiscal 2015 was $24.8 million , versus Adjusted EBITDA of $24.6 million for the fiscal year 2014.

Liquidity and Capital Resources

As of January 2, 2016, the Company had $52.6 million of excess availability under its asset-based revolving credit facilities, based on qualifying inventory and receivables.

Use of Non-GAAP Measures

BlueLinx reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company also believes that presentation of certain non-GAAP measures, i.e., results excluding certain charges or other nonrecurring events, when appropriate, provides useful information for the understanding of its ongoing operations and enables investors to focus on period-over-period operating performance, without the impact of significant special items, and thereby enhances the user's overall understanding of the Company's current financial performance relative to past performance and provides a better baseline for modeling future earnings expectations. Any non-GAAP measures used herein are reconciled in the financial tables accompanying this news release. The Company cautions that non-GAAP measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the performance of the Company. Adjusted EBITDA, as we define it, is an amount equal to net income (loss) plus interest expense and related items, income taxes, stock compensation, depreciation and amortization, further adjusted to exclude other non-cash items and certain other adjustments. Adjusted EBITDA is presented herein because we believe it is a useful supplement to cash flow from operations in understanding cash flows generated from operations that are available for debt service (interest and principal payments) and further investment in acquisitions. However, Adjusted EBITDA is not a presentation made in accordance with GAAP, and is not intended to present a superior measure of the financial condition from those determined under GAAP.

About BlueLinx Holdings Inc.

BlueLinx Holdings Inc., operating through its wholly owned subsidiary BlueLinx Corporation, is a leading distributor of building products in North America. The Company is headquartered in Atlanta, Georgia and operates its distribution business through its network of 44 distribution centers. BlueLinx is traded on the New York Stock Exchange under the symbol BXC. Additional information about BlueLinx can be found on its website 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 guidance regarding anticipated financial results. 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’s 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 prices, supply and/or demand for products that it distributes, general economic and business conditions in the United States; the activities of competitors; changes in significant operating expenses; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion; variations in the performance of the financial markets, including the credit markets; and other factors described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended January 2, 2016, 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, and changes in expectation or otherwise, except as required by law.

- Tables to Follow -

BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)



	Three Months Ended January 2, 2016			Three Months Ended January 3, 2015			Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015
	(unaudited)
Net sales	$	428,150		$	454,110		$	1,916,585		$	1,979,393
Cost of sales	376,681			404,295			1,694,113			1,750,289
Gross profit	51,469			49,815			222,472			229,104
Operating expenses:
Selling, general, and administrative	45,324			48,088			195,941			211,346
Gains from sales of property	—			—			—			(5,251		)
Depreciation and amortization	2,586			2,297			9,741			9,473
Total operating expenses	47,910			50,385			205,682			215,568
Operating income (loss)	3,559			(570		)	16,790			13,536
Non-operating expenses:
Interest expense	6,984			6,681			27,342			26,771
Other expense, net	221			12			871			325
Loss before provision for (benefit from) income taxes	(3,646		)	(7,263		)	(11,423		)	(13,560		)
Provision for (benefit from) income taxes	2,417			377			153			312
Net loss	$	(6,063	)	$	(7,640	)	$	(11,576	)	$	(13,872	)

Basic and diluted weighted average number of common shares outstanding	87,745			86,545			87,500			86,001
Basic and diluted net loss per share applicable to common shares outstanding	$	(0.07	)	$	(0.09	)	$	(0.13	)	$	(0.16	)

BLUELINX HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)



	January 2, 2016			January 3, 2015
	(In thousands, except share data)
ASSETS
Current assets:
Cash	$	4,808		$	4,522
Receivables, less allowances of $3,167 in fiscal 2015 and $3,112 in fiscal 2014	138,545			144,537
Inventories, net	226,660			242,546
Other current assets	32,011			23,289
Total current assets	402,024			414,894
Property and equipment:
Land and improvements	40,108			41,095
Buildings	89,006			90,161
Machinery and equipment	79,173			77,279
Construction in progress	255			1,188
Property and equipment, at cost	208,542			209,723
Accumulated depreciation	(106,966		)	(104,456		)
Property and equipment, net	101,576			105,267
Other non-current assets	9,542			15,804
Total assets	$	513,142		$	535,965
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	88,087		$	67,291
Bank overdrafts	17,287			27,280
Accrued compensation	4,165			5,643
Current maturities of long-term debt	6,611			2,679
Other current liabilities	14,023			14,349
Total current liabilities	130,173			117,242
Non-current liabilities:
Long-term debt	377,773			400,257
Pension benefit obligation	36,791			41,763
Other non-current liabilities	14,301			12,729
Total liabilities	559,038			571,991
STOCKHOLDERS’ DEFICIT
Common Stock, $0.01 par value, Authorized - 200,000,000 shares, Issued - 89,438,466 and 88,748,638 respectively	894			888
Additional paid-in capital	255,100			253,051
Accumulated other comprehensive loss	(34,774		)	(34,425		)
Accumulated deficit	(267,116		)	(255,540		)
Total stockholders’ deficit	(45,896		)	(36,026		)
Total liabilities and stockholders’ deficit	$	513,142		$	535,965

BLUELINX HOLDINGS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Fiscal Year Ended January 2, 2016			Fiscal Year Ended January 3, 2015

Cash flows from operating activities:
Net loss	$	(11,576	)	$	(13,872	)
Adjustments to reconcile net loss to cash provided by (used in) operations:
Depreciation and amortization	9,741			9,473
Amortization of debt issuance costs	2,990			3,156
Gain from sale of assets	—			(5,251		)
Severance charges	1,432			2,067
Pension expense	730			901
Share-based compensation	1,827			3,840
Other	(1,968		)	(148		)
Changes in operating assets and liabilities:
Accounts receivable	5,992			5,760
Inventories	15,886			(18,966		)
Accounts payable	20,796			7,026
Prepaid assets	2,919			(942		)
Quarterly pension contributions	(4,634		)	(4,676		)
Payments on restructuring liability	(726		)	(2,805		)
Other assets and liabilities	(3,482		)	2,136
Net cash provided by (used in) operating activities	39,927			(12,301		)
Cash flows from investing activities:
Property and equipment investments	(1,561		)	(3,016		)
Proceeds from disposition of assets	760			7,368
Net cash (used in) provided by investing activities	(801		)	4,352
Cash flows from financing activities:
Repurchase of shares to satisfy employee tax withholdings	(459		)	(957		)
Repayments on revolving credit facilities	(421,045		)	(476,473		)
Borrowings from revolving credit facilities	409,009			494,794
Principal payments on mortgage	(9,523		)	(9,220		)
Payments on capital lease obligations	(3,743		)	(2,228		)
(Decrease) increase in bank overdrafts	(9,993		)	7,902
Decrease in restricted cash related to the mortgage	(3,052		)	(6,066		)
Other	(34		)	(315		)
Net cash (used in) provided by financing activities	(38,840		)	7,437
Increase (decrease) in cash	286			(512		)
Cash, beginning of period	4,522			5,034
Cash, end of period	$	4,808		$	4,522

Supplemental Cash Flow Information
Net income tax payments during the period	$	693		$	210
Interest paid during the period	$	23,775		$	23,147
Noncash transactions:
Equipment under capital leases	$	5,075		$	1,108

BLUELINX HOLDINGS INC.

RECONCILIATION OF NET LOSS TO NON-GAAP ADJUSTED EBITDA

(In thousands)

(Unaudited)



	Fiscal Q4 2015			Fiscal Q4 2014			Fiscal 2015 YTD			Fiscal 2014 YTD
Net loss	$	(6,063	)	$	(7,640	)	$	(11,576	)	$	(13,872	)
Adjustments:
Depreciation and amortization	2,586			2,297			9,741			9,473
Interest expense	6,984			6,681			27,342			26,771
Provision for income taxes	2,417			377			153			312
Gain from the sale of property	—			—			—			(5,251		)
Share-based compensation expense, excluding restructuring	537			579			2,051			2,351
Restructuring, severance, debt fees, and other	(2,308		)	(434		)	(2,903		)	4,799
Adjusted EBITDA	$	4,153		$	1,860		$	24,808		$	24,583