BlueLinx Holdings Inc. (Form: 10-Q, Received: 05/06/2020 16:42:57)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March 28, 2020



☐	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 of Incorporation)		(I.R.S. Employer Identification No.)

1950 Spectrum Circle, Suite 300
Marietta	GA	30067
(Address of principal executive offices)		(Zip Code)

(770) 953-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

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 ☑ No ☐

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 ☑ No ☐

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



Large Accelerated Filer	☐	Accelerated Filer	☑	Non-accelerated Filer	☐	Smaller Reporting Company	☑
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of May 4, 2020, there were 9,368,874 shares of BlueLinx Holdings Inc. common stock, par value $0.01, outstanding.

BLUELINX HOLDINGS INC.

Form 10-Q

For the Quarterly Period Ended March 28, 2020

INDEX



	PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements — BlueLinx Holdings Inc. (Unaudited)	1
Condensed Consolidated Statements of Operations and Comprehensive Loss	1
Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Cash Flows	3
Condensed Consolidated Statements of Stockholders’ Deficit	4
Notes to Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24

PART II. OTHER INFORMATION
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28

Signature	29

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(In thousands, except per share data)

(Unaudited)



	Three Months Ended
	March 28, 2020			March 30, 2019
Net sales	$	662,070		$	638,701
Cost of sales	568,861			552,656
Gross profit	93,209			86,045
Operating expenses:
Selling, general, and administrative	77,769			74,410
Gains from sales of property	(525		)	—
Depreciation and amortization	7,635			7,328
Total operating expenses	84,879			81,738
Operating income	8,330			4,307
Non-operating expenses (income):
Interest expense, net	14,380			13,401
Other (income) expense, net	(237		)	150
Loss before benefit from income taxes	(5,813		)	(9,244		)
Benefit from income taxes	(5,026		)	(2,525		)
Net loss	$	(787	)	$	(6,719	)

Basic loss per share	$	(0.08	)	$	(0.72	)
Diluted loss per share	$	(0.08	)	$	(0.72	)

Comprehensive loss:
Net loss	$	(787	)	$	(6,719	)
Other comprehensive income (loss):
Foreign currency translation, net of tax	3			7
Amortization of unrecognized pension loss, net of tax	196			224
Pension curtailment, net of tax	—			853
Other	(19		)	15
Total other comprehensive income	180			1,099
Comprehensive loss	$	(607	)	$	(5,620	)

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)



	March 28, 2020			December 28, 2019
ASSETS
Current assets:
Cash	$	12,558		$	11,643
Receivables, less allowances of $3,875 and $3,236, respectively	247,940			192,872
Inventories, net	378,634			345,806
Other current assets	26,437			27,718
Total current assets	665,569			578,039
Property and equipment, at cost	308,288			308,067
Accumulated depreciation	(117,036		)	(112,299		)
Property and equipment, net	191,252			195,768
Operating lease right-of-use assets	52,502			54,408
Goodwill	47,772			47,772
Intangible assets, net	24,414			26,384
Deferred tax assets	59,308			53,993
Other non-current assets	20,404			15,061
Total assets	$	1,061,221		$	971,425
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	162,398		$	132,348
Accrued compensation	8,216			7,639
Current maturities of long-term debt, net of discount and debt issuance costs of $74 and $74, respectively	2,176			2,176
Finance leases - short-term	5,924			6,385
Real estate deferred gains - short-term	3,935			3,935
Operating lease liabilities - short-term	7,016			7,317
Other current liabilities	9,903			11,323
Total current liabilities	199,568			171,123
Non-current liabilities:
Long-term debt, net of discount and debt issuance costs of $11,861 and $12,481, respectively	444,937			458,439
Real estate financing obligation	123,765			44,914
Finance leases - long-term	145,427			146,611
Real estate deferred gains - long-term	80,935			81,886
Operating lease liabilities - long-term	45,571			47,091
Pension benefit obligation	22,596			23,420
Other non-current liabilities	24,106			24,024
Total liabilities	1,086,905			997,508
Commitments and Contingencies
STOCKHOLDERS’ DEFICIT:
Common Stock, $0.01 par value, 20,000,000 shares authorized, 9,366,641 and 9,365,768 outstanding on March 28, 2020 and December 28, 2019, respectively	94			94
Additional paid-in capital	261,980			260,974
Accumulated other comprehensive loss	(34,383		)	(34,563		)
Accumulated stockholders’ deficit	(253,375		)	(252,588		)
Total stockholders’ deficit	(25,684		)	(26,083		)
Total liabilities and stockholders’ deficit	$	1,061,221		$	971,425

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Three Months Ended
	March 28, 2020			March 30, 2019
Cash flows from operating activities:
Net loss	$	(787	)	$	(6,719	)
Adjustments to reconcile net loss to cash used in operations:
Benefit from income taxes	(5,026		)	(2,525		)
Depreciation and amortization	7,635			7,328
Amortization of debt issuance costs	956			455
Gains from sales of property	(525		)	—
Share-based compensation	1,004			706
Amortization of deferred gain	(984		)	(951		)
Changes in operating assets and liabilities:
Accounts receivable	(55,068		)	(37,908		)
Inventories	(32,828		)	(45,479		)
Accounts payable	30,050			26,004
Prepaid and other current assets	(3,006		)	(423		)
Other assets and liabilities	(608		)	1,191
Net cash used in operating activities	(59,187		)	(58,321		)

Cash flows from investing activities:
Acquisition of business, net of cash acquired	—			6,009
Proceeds from sale of assets	44			143
Property and equipment investments	(1,245		)	(1,223		)
Net cash (used in) provided by investing activities	(1,201		)	4,929

Cash flows from financing activities:
Borrowings on revolving credit facilities	204,196			197,114
Repayments on revolving credit facilities	(149,079		)	(136,892		)
Repayments on term loan	(69,238		)	(900		)
Principal payments on real estate financing obligations	(340		)	—
Proceeds from real estate financing obligations	78,329			—
Debt financing costs	(336		)	—
Repurchase of shares to satisfy employee tax withholdings	(7		)	—
Principal payments on finance lease obligations	(2,222		)	(2,187		)
Net cash provided by financing activities	61,303			57,135

Net change in cash	915			3,743
Cash at beginning of period	11,643			8,939
Cash at end of period	$	12,558		$	12,682

See accompanying Notes.

BLUELINX HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands)

(Unaudited)



	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
Balance, December 28, 2019	9,366		$	94	$	260,974		$	(34,563	)	$	(252,588	)	$	(26,083	)
Net loss	—		—		—			—			(787		)	(787		)
Foreign currency translation, net of tax	—		—		—			3			—			3
Unrealized gain from pension plan, net of tax	—		—		—			196			—			196
Vesting of restricted stock units	2		—		12			—			—			12
Compensation related to share-based grants	—		—		1,004			—			—			1,004
Repurchase of shares to satisfy employee tax withholdings	(1	)	—		(7		)	—			—			(7		)
Other	—		—		(3		)	(19		)	—			(22		)
Balance, March 28, 2020	9,367		$	94	$	261,980		$	(34,383	)	$	(253,375	)	$	(25,684	)



	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
Balance, December 29, 2018	9,294	$	92	$	258,596	$	(37,129	)	$	(236,222	)	$	(14,663	)
Net loss	—	—		—		—			(6,719		)	(6,719		)
Adoption of ASC 842, net of tax	—	—		—		—			1,291			1,291
Foreign currency translation, net of tax	—	—		—		7			—			7
Unrealized gain from pension plan, net of tax	—	—		—		1,077			—			1,077
Vesting of restricted stock units	49	1		—		—			—			1
Compensation related to share-based grants	—	—		706		—			—			706
Other	—	—		—		15			—			15
Balance, March 30, 2019	9,343	$	93	$	259,302	$	(36,030	)	$	(241,650	)	$	(18,285	)

See accompanying Notes.

BLUELINX HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 28, 2020

(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements include the accounts of BlueLinx Holdings Inc. and its wholly owned subsidiaries (“the Company”). Our independent registered public accounting firm has not audited the accompanying interim financial statements. We derived the condensed consolidated balance sheet at March 28, 2020, from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (the “Fiscal 2019 Form 10-K”), as filed with the Securities and Exchange Commission on March 11, 2020. In the opinion of our management, the condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our statements of operations and comprehensive loss for the three months ended March 28, 2020, and March 30, 2019, our balance sheets at March 28, 2020 and December 28, 2019, our statements of cash flows for the three months ended March 28, 2020 and March 30, 2019, and our statements of stockholders’ deficit for the three months ended March 28, 2020 and March 30, 2019.

We have condensed or omitted certain notes and other information from the interim condensed consolidated financial statements presented in this report. Therefore, these condensed consolidated interim financial statements should be read in conjunction with the Fiscal 2019 Form 10-K. In addition, certain prior period amounts have been reclassified to conform to the current period's presentation. These reclassifications did not materially impact operating income or consolidated net loss. The results for the three months ended March 28, 2020, are not necessarily indicative of results that may be expected for the full year ending January 2, 2021, or any other interim period.

We operate on a 5-4-4 fiscal calendar. Our fiscal year ends on the Saturday closest to December 31 of that fiscal year and may comprise 53 weeks in certain years. Our 2020 fiscal year contains 53 weeks and ends on January 2, 2021. Fiscal 2019 contained 52 weeks and ended on December 28, 2019.

Our financial statements are prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP), which requires us to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations and financial position. Some of our estimates may be affected by the ongoing novel coronavirus (COVID-19) pandemic. The severity, magnitude, and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing, and difficult to predict. As a result, our accounting estimates and assumptions may change over time in response to COVID-19.

On April 13, 2018, we completed the acquisition of Cedar Creek Holdings, Inc. (“Cedar Creek”). The accounting for the Cedar Creek acquisition was finalized on December 29, 2018 and is included in the consolidated financial information presented herein.

Reclassification of Prior Year Presentation

An adjustment has been made to the Condensed Consolidated Statements of Cash Flows for the three months ended March 28, 2020, and March 30, 2019, to include outstanding payments as part of the change in accounts payable within cash flows from operating activities. In previous periods, this change was included within cash flows from financing activities. We believe this classification is a preferable way to present our cash flows as outstanding payments are included in accounts payable within our Condensed Consolidated Balance Sheet.

Recently Adopted Accounting Standards

Leases. In 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842).” Topic 842 establishes a new lease accounting model. The most significant changes include the clarification of the definition of a lease, the requirement for lessees to recognize for all leases a right-of-use asset and a corresponding lease liability in the consolidated balance sheet, and additional quantitative and qualitative disclosures which are designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases.

Expenses are recognized in the consolidated statement of income in a manner similar to prior accounting guidance. Lessor accounting under the new standard is substantially unchanged. We adopted this standard, and all related amendments thereto, effective December 30, 2018, the first day of our 2019 fiscal year, using a modified retrospective approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. We have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. We have made an accounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheet. We implemented internal controls and a lease accounting information system to enable the preparation of financial information required by the new standard. The adoption of Topic 842 had a material impact on our condensed consolidated balance sheets but did not have a material impact on our condensed consolidated statements of operations and comprehensive loss. The most significant impact was the recognition of right-of-use assets and lease liabilities of $57.5 million on the condensed consolidated balance sheet as of the adoption date. Additionally, $1.7 million of deferred gains associated with sale-leaseback transactions was recorded as a cumulative-effect adjustment to accumulated deficit.

Accounting Standards Effective in Future Periods

Credit Impairment Losses. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” This ASU sets forth a current expected credit loss (“CECL”) model which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model, is applicable to the measurement of credit losses on financial assets measured at amortized cost, and applies to some off-balance sheet credit exposures. The standard also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. ASU 2019-10 extended the effective date of ASU 2016-13 to interim and annual periods beginning after December 22, 2022, for certain public business entities, including smaller reporting companies. We have not completed our assessment of the standard, but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Defined Benefit Pension Plan. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement-Benefits-Defined Benefit Plans-General (Subtopic 715-20).” The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans by removing six previously required disclosures and adding two. The amendments also clarify certain other disclosure requirements. The amendments in this standard are effective for fiscal years ending after December 15, 2020. Early adoption is permitted. We have not completed our assessment of the standard, but we do not expect the adoption to have a material impact on the Company's consolidated financial position, results of operations, or cash flows.

Income Taxes. In December 2019, the FASB issued ASU No.2019-12, “Income taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this standard are effective for interim periods and fiscal years beginning after December 15, 2020. Early adoption is permitted. We are currently assessing the impact of the new guidance, but do not expect the adoption to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

2. Goodwill and Other Intangible Assets

In connection with the acquisition of Cedar Creek, we acquired certain intangible assets. As of March 28, 2020, our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, and trade names.

Goodwill

Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, and trade names) acquired, and liabilities assumed, under acquisition accounting for business combinations. As of March 28, 2020, goodwill was $47.8 million.

Goodwill is not subject to amortization but must be tested for impairment at least annually. This test requires us to assign goodwill to a reporting unit and to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. We evaluate goodwill for impairment during the fourth quarter of each fiscal year. In addition, we will evaluate the carrying value for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Such events and indicators may include, without limitation, significant declines in the

industries in which our products are used, significant changes in capital market conditions, and significant changes in our market capitalization. Our one reporting unit has a negative carrying amount of net assets as of March 28, 2020.

Definite-Lived Intangible Assets.

On March 28, 2020, the gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets were as follows:



(In thousands)	Gross carrying amounts		Accumulated Amortization			^[1]	Net carrying amounts
Customer relationships	$	25,500	$	(7,655	)		$	17,845
Noncompete agreements	8,254		(4,048		)		4,206
Trade names	6,826		(4,463		)		2,363
Total	$	40,580	$	(16,166	)		$	24,414

^[1] Intangible assets except customer relationships are amortized on straight line basis. Customer relationships are amortized on a double declining balance method.

Amortization Expense

The weighted average estimated useful life remaining for customer relationships, noncompete agreements, and trade names is approximately 10 years, 2 years, and 1 year, respectively. Amortization expense for the definite-lived intangible assets for the three-month periods ended March 28, 2020, and March 30, 2019, was $2.0 million and $2.1 million, respectively.

Estimated amortization expense for definite-lived intangible assets for the remaining portion of 2020 and the next four fiscal years is as follows:



(In thousands)	Estimated Amortization
2020	$	5,490
2021	4,973
2022	3,111
2023	1,807
2024	1,505

3. Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Contracts with our customers are generally in the form of standard terms and conditions of sale. From time to time, we may enter into specific contracts with some of our larger customers, which may affect delivery terms. Performance obligations in our contracts generally consist solely of delivery of goods. For all sales channel types, consisting of warehouse, direct, and reload sales, we typically satisfy our performance obligations upon shipment. Our customer payment terms are typical for our industry and may vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not deemed to be significant by us. For certain sales channels and/or products, our standard terms of payment may be as early as ten days.

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 remain with us.

All revenues recognized are net of trade allowances (i.e., rebates), 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. Certain customers may receive cash-based incentives or credits, which are accounted for as

variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration.

The following table presents our revenues disaggregated by revenue source. Certain prior year amounts have been reclassified to conform to the current year product mix of structural and specialty products. Sales and usage-based taxes are excluded from revenues.



	Three Months Ended
	March 28, 2020		March 30, 2019
	(In thousands)
Structural products	$	240,778	$	196,786
Specialty products	421,292		441,915
Total net sales	$	662,070	$	638,701

Also, due to the integration of Cedar Creek, our reload sales are less distinct from warehouse sales as they have been traditionally classified. The following table presents our revenues disaggregated by sales channel. Certain prior year amounts have been reclassified to conform to the current year revenues disaggregated by sales channel. Sales and usage-based taxes are excluded from revenues.



	Three Months Ended
	March 28, 2020			March 30, 2019
	(In thousands)
Warehouse and reload	$	545,892		$	523,179
Direct	125,582			123,404
Customer discounts and rebates	(9,404		)	(7,882		)
Total net sales	$	662,070		$	638,701

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expense.

We have made an accounting policy election to treat outbound shipping and handling activities as an expense.

4. Assets Held for Sale

Three of our non-operating properties were designated as held for sale as of March 28, 2020. These properties consisted of three former distribution facilities located in the Midwest and Southeast. We vacated these properties and designated them as held for sale during fiscal 2019 due to their proximity to other locations after the Cedar Creek acquisition. As of March 28, 2020, and December 28, 2019, the net book value of total assets held for sale was $1.1 million and was included in “Other current assets” in our Condensed Consolidated Balance Sheets. We continue to actively market all properties that are designated as held for sale, and we plan to sell these properties within the next 12 months.

5. Long-Term Debt

Revolving Credit Facility

We have a revolving credit facility that we entered into in April 2018 with Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto (the “Revolving Credit Facility”), with a maturity date of October 10, 2022. The Revolving Credit facility includes a committed senior secured asset-based revolving loan and letter of credit facility of up to $600 million, and an uncommitted accordion feature that permits us to increase the facility by an aggregate additional principal amount of up to $150 million. Our obligations under the Revolving Credit Facility are secured by a security interest in substantially all of our assets other than real property.

Loans under the Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.75 percent to 2.25 percent, with the amount of such margin determined based upon the average of our excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on LIBOR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.75 percent to 1.25 percent, with the amount of such margin determined based upon the average of our excess availability for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on the base rate.

We amended the Revolving Credit Facility on January 31, 2020, to provide that (i) the “Seasonal Period” will run from November 15, 2019, through July 15, 2020, for the calendar year 2019, and from December 15 of each calendar year through April 15 of each immediately succeeding calendar year for the calendar year 2020 and thereafter, and (ii) the measurement period in the definition of “Cash Dominion Event” will be five consecutive business days instead of three consecutive business days. The adjustment to the Seasonal Period better aligns advance rates under the Revolving Credit Facility with the seasonality in our business and provides us with an enhanced borrowing base and greater liquidity through July 15, 2020.

As of March 28, 2020, we had outstanding borrowings of $381.6 million, excess availability of $96.8 million, and a weighted average interest rate of 3.2 percent. As of December 28, 2019, our principal balance was $326.5 million, excess availability was $80.0 million, and our weighted average interest rate was 3.9 percent.

The Revolving Credit Facility contains certain financial and other covenants, and our right to borrow under the Revolving Credit Facility is conditioned upon, among other things, our compliance with these covenants. We were in compliance with all covenants under the Revolving Credit Facility as of March 28, 2020.

Term Loan Facility

We have a term loan facility that we entered into in April 2018 with HPS Investments Partners, LLC, as administrative and collateral agent, and certain other financial institutions party thereto (the “Term Loan Facility”), with a maturity date of October 13, 2023. The Term Loan Facility provides for a senior secured first lien loan facility in an initial aggregate principal amount of $180 million and is secured by a security interest in substantially all of our assets.

The Term Loan Facility requires monthly interest payments, and also requires quarterly principal payments of $450,000, in arrears, with the remaining balance due on the maturity date. The Term Loan Facility also requires certain mandatory prepayments of outstanding loans, subject to certain exceptions. The Term Loan Facility required maintenance of a total net leverage ratio of 6.25 to 1.00 for the quarter ending March 28, 2020, and requires a ratio of 8.75 to 1.00 for the second and third quarters of 2020, and ratio levels generally reduce over the remaining term of the Term Loan Facility. We were in compliance with all covenants under the Term Loan Facility as of March 28, 2020.

Borrowings under the Term Loan Facility may be made as Base Rate Loans or Eurodollar Rate Loans. The Base Rate Loans will bear interest at the rate per annum equal to (i) the greatest of the (a) U.S. prime lending rate published in The Wall Street Journal, (b) the Federal Funds Effective Rate plus 0.50 percent, and (c) the sum of the Adjusted Eurodollar Rate of one month plus 1.00 percent, provided that the Base Rate shall at no time be less than 2.00 percent per annum; plus (ii) the Applicable Margin, as described below. Eurodollar Rate Loans will bear interest at the rate per annum equal to (i) the ICE Benchmark Administration LIBOR Rate, provided that the Adjusted Eurodollar Rate shall at no time be less than 1.00 percent per annum; plus (ii) the Applicable Margin. The Applicable Margin will be 6.00 percent with respect to Base Rate Loans and 7.00 percent with respect to Eurodollar Rate Loans.

We amended the Term Loan Facility on December 31, 2019, to extend the period for satisfying the designated principal balance level required to maintain the modified total net leverage ratio covenant levels for the 2019 fourth and subsequent quarters thereunder, which was satisfied on January 31, 2020, through repayments from proceeds from the real estate financing transactions described in Note 8. On February 28, 2020, we further amended the Term Loan Facility to provide that we would not be subject to the facility’s total net leverage ratio covenant from and after the time, and then for so long as, the principal balance level under the facility is less than $45 million. On April 1, 2020, we amended the Term Loan Facility to, among other things, modify the total net leverage ratio covenant levels for the 2020 second and third quarters. All other total net leverage ratio covenant levels for prior and future quarters were unchanged.

As of March 28, 2020, we had outstanding borrowings of $77.4 million under the Term Loan Facility and an interest rate of 8.6 percent per annum. As of December 28, 2019, our principal balance was $146.7 million with an interest rate of 8.7 percent per annum. The decrease in the outstanding borrowings was due to net proceeds of the real estate financing transactions described in Note 8 being applied to the Term Loan Facility.

6. Net Periodic Pension (Benefit) Cost

The following table shows the components of our net periodic pension (benefit) cost:



	Three Months Ended
	March 28, 2020			March 30, 2019
	(in thousands)
Service cost	$	—		$	113
Interest cost on projected benefit obligation	723			1,045
Expected return on plan assets	(1,210		)	(1,194		)
Amortization of unrecognized loss	263			300
Net periodic pension (benefit) cost	$	(224	)	$	264

7. Stock Compensation

Stock Compensation Expense

During the three months ended March 28, 2020, and March 30, 2019, we incurred stock compensation expense of $1.0 million and $0.7 million, respectively. The increase in our stock compensation expense for the three-month period is attributable to having more outstanding equity-based grants during the period than in the prior year.

8. Leases

We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or modification. Our operating and finance lease portfolio generally includes leases for real estate, certain logistics equipment, and vehicles. The majority of our leases have remaining lease terms of 1 year to 15 years, some of which include one or more options to extend the leases for 5 years. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the condensed consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the condensed consolidated balance sheet. We have also made the accounting policy election to not separate lease components from non-lease components related to our mobile fleet asset class.

When a lease does not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

A portion of our real estate lease cost is generally subject to annual changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of our vehicle lease cost is considered variable.

The components of lease expense were as follows:



	Three Months Ended March 28, 2020		Three Months Ended March 30, 2019
	Three Months Ended March 28, 2020		Three Months Ended March 30, 2019
	(In thousands)
Operating lease cost:	$	3,120	$	3,144
Finance lease cost:
Amortization of right-of-use assets	$	3,042	$	2,896
Interest on lease liabilities	4,425		3,248
Total finance lease costs	$	7,467	$	6,144

Supplemental cash flow information related to leases was as follows:



	Three Months Ended March 28, 2020		Three Months Ended March 30, 2019
	Three Months Ended March 28, 2020		Three Months Ended March 30, 2019
	(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,774	$	2,903
Operating cash flows from finance leases	4,425		3,248
Financing cash flows from finance leases	2,222		2,187
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	—	$	—
Finance leases	—		787

Supplemental balance sheet information related to leases was as follows:



	March 28, 2020			December 28, 2019
	(In thousands)
Finance leases
Property and equipment	$	155,927		$	156,770
Accumulated depreciation	(26,032		)	(23,364		)
Property and equipment, net	$	129,895		$	133,406
Weighted Average Remaining Lease Term (in years)
Operating leases	11.67			11.71
Finance leases	17.86			17.90
Weighted Average Discount Rate
Operating leases	9.37		%	9.34		%
Finance leases	10.48		%	10.33		%

The major categories of our finance lease liabilities as of March 28, 2020 are as follows:



	March 28, 2020		December 28, 2019
	(In thousands)
Equipment and vehicles	$	30,808	$	32,471
Real estate	120,543		120,525
Total finance leases	$	151,351	$	152,996

As of March 28, 2020, maturities of lease liabilities were as follows:



	Operating leases			Finance leases
	(In thousands)
2020	$	11,479		$	15,927
2021	9,234			19,178
2022	7,922			18,350
2023	7,073			17,887
2024	6,753			17,324
Thereafter	48,887			284,409
Total lease payments	$	91,348		$	373,075
Less: imputed interest	(38,761		)	(221,724		)
Total	$	52,587		$	151,351

On December 28, 2019, our total operating lease commitments were as follows:



	(In thousands)
2020	$	12,735
2021	10,092
2022	8,247
2023	7,899
2024	7,287
Thereafter	56,081
Total	$	102,341

Real Estate Transactions

On December 31, 2019, we completed four real estate financing transactions on warehouse facilities in Madison, TN; Kansas City, MO; Richmond, VA; and Bridgeton, MO for aggregate net proceeds of $27.2 million. On January 31, 2020, we completed nine real estate financing transactions on warehouse facilities in Charlotte, NC; Memphis, TN; Independence, KY: San Antonio, TX; Portland, ME; Denville, NJ; Yaphank, NY; Pensacola, FL; and Tallmadge, OH for aggregate net proceeds of $34.1 million. On February 28, 2020, we completed one real estate financing transaction on a warehouse facility in Elkhart, IN for net proceeds of $7.5 million. These fourteen real estate financing transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, we entered into long-term leases on the properties for initial terms from fifteen to eighteen years with multiple five-year renewal options.

We determined that these transactions did not qualify as sales in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic 842 and, for accounting purposes, the transactions were not accounted for as sale-leaseback transactions. When this occurs, the real estate transaction is accounted for as a financing transaction, whereby the gross proceeds are recorded as a financing obligation in our consolidated balance sheets in other current liabilities and in noncurrent liabilities as real estate financing obligations. The assets related to these transactions remain on our books and we continue to depreciate them. Gross proceeds of these transactions were $78.3 million.

On March 28, 2020, our future minimum payments related to the financing obligations under our real estate financing transactions entered into during 2019 and 2020 were as follows:



	(In thousands)
2020	$	7,305
2021	9,922
2022	10,130
2023	10,343
2024	10,559
Thereafter	124,454

9. 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, while the ultimate outcome of one or more of these matters could be material to operating results in any given quarter, it will not have a materially adverse effect on our consolidated financial condition, our results of operations, or our cash flows.

Collective Bargaining Agreements

As of March 28, 2020, we had over 2,200 employees on a full-time basis, and approximately 20 percent of our employees were represented by various local labor union Collective Bargaining Agreements (“CBAs”). Approximately 1 percent of our employees are covered by three CBAs that are up for renewal in fiscal 2020. As of March 28, 2020, one of these CBAs was renewed and the remaining two are expected to be renegotiated later this year.

10. Accumulated Other Comprehensive Loss

Comprehensive loss includes both net loss and other comprehensive income (loss). Other comprehensive income (loss) results from items deferred from recognition into our Condensed Consolidated Statements of Operations and Comprehensive Loss. Accumulated other comprehensive loss is separately presented on our Condensed Consolidated Balance Sheets as part of stockholders’ deficit.

The changes in balances for each component of accumulated other comprehensive loss for the three months ended March 28, 2020, were as follows:



	Foreign currency, net of tax		Defined benefit pension plan, net of tax			Other, net of tax			Total Accumulated Other Comprehensive Loss
	(In thousands)
December 28, 2019, beginning balance	$	666	$	(35,441	)	$	212		$	(34,563	)
Other comprehensive income, net of tax ^[1]	3		196			(19		)	180
March 28, 2020, ending balance, net of tax	$	669	$	(35,245	)	$	193		$	(34,383	)

^[1]For the three months ended March 28, 2020, the actuarial loss recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss as a component of net periodic pension cost was $0.3 million, net of tax of $0.1 million. Please see Note 6, Net Periodic Pension Cost, for further information.

11. Income Taxes

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted on March 27, 2020, and contained several measures meant to counteract the economic effects of the COVID-19 pandemic. We are currently evaluating the provisions of the CARES Act and its impact. Our effective tax rate for the three months ended March 28, 2020, and March 30, 2019, was 86.5 percent and 27.3 percent, respectively. Our effective tax rate for the three months ended March 28, 2020 was impacted by (i) the discrete tax benefit of $3.9 million resulting from the release of the valuation allowance associated with the nondeductible interest expense under Section 163(j) of the Internal Revenue Code (“IRC”) as a result of changes under the CARES Act to increase the allowable percentage from 30 percent of adjusted taxable income to 50 percent of adjusted taxable income, (ii) the permanent addback of certain nondeductible expenses, including meals and entertainment, and (iii) the effect of the partial valuation allowance for separate company state income tax losses. Our effective tax rate for the three months ended March 30, 2019, was impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the effect of the partial valuation allowance for separate company state income tax losses.

Our financial statements contain certain deferred tax assets which primarily resulted from tax benefits associated with the loss before income taxes in prior years, 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences can be carried forward under tax law. Currently, we have a valuation allowance that covers (i) our separate company state net operating loss carryforwards and (ii) disallowed interest calculated pursuant to the changes made by the Tax Cuts and Jobs Act of 2017, as adjusted by the CARES Act.

At the end of each quarter, we evaluate the weight of available evidence (both positive and negative). We considered the recent reported loss generated in the current quarter and prior years (adjusted for unusual one-time items) and income generated in 2017, including the prior year income from Cedar Creek. We also considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence. The evidence considered included:


•	future reversals of existing taxable temporary differences;


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


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


•	tax planning strategies.

At the end of the first fiscal quarters of 2020 and 2019, in our evaluation of the weight of available evidence, we concluded that the weight of the positive evidence outweighed the negative evidence. In addition to the evidence discussed above, we considered as positive evidence forecasted future taxable income, the detail scheduling of the timing of the reversal of our deferred tax assets and liabilities, and the evidence from business and tax planning strategies described below. Although we believe our estimates are reasonable, the ultimate determination of the appropriate amount of valuation allowance involves significant judgments. We believe that the change in control under IRC Section 382, resulting from the completion of the secondary offering on October 23, 2017, will not cause any of our federal net operating losses to expire unused because management has been effectively implementing a real estate strategy involving the sale and leaseback of real estate. This strategy is further supported by the transactions involving four warehouses in January 2018 and two warehouses during 2019. In the first quarter of 2020, the Company executed three more sale and leaseback transactions, involving a total of fourteen warehouse locations. Additionally, the acquisition of Cedar Creek did not generate any limitations under IRC Section 382 on Cedar Creek’s tax assets. We will continue to monitor any changes to our results of operations that may affect our estimates, including any impact of COVID-19 if applicable.

12. Loss per Share

We calculate basic loss per share by dividing net loss by the weighted average number of common shares outstanding. 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 units, and performance units.

The reconciliation of basic loss and diluted loss per common share for the three-month periods ended March 28, 2020, and March 30, 2019, were as follows:



	Three Months Ended
(in thousands, except per share data)	March 28, 2020			March 30, 2019
Net loss	$	(787	)	$	(6,719	)

Weighted-average shares outstanding - basic	9,366			9,337
Dilutive effect of share-based awards	—			—
Weighted-average shares outstanding - diluted	9,366			9,337

Basic loss per share	$	(0.08	)	$	(0.72	)
Diluted loss per share	$	(0.08	)	$	(0.72	)

13. Subsequent Events

Sixth Amendment to the Term Loan Facility

On April 1, 2020, we entered into the Sixth Amendment to our Term Loan Agreement which, among other things, modified the total net leverage ratio covenant levels for the second and third quarters of 2020. Refer to Note 5 for further details.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading distributor of building and industrial products in the U.S with a combination of market position and geographic coverage, the buying power of certain centralized procurement, and the strength of a locally-focused sales force, BlueLinx is able to provide a wide range of value-added services and solutions to our customers and suppliers. We are headquartered in Marietta, Georgia, and we operate our distribution business through a broad network of distribution centers. We serve many major metropolitan areas in the U.S. and deliver building and industrial products to a variety of wholesale and retail customers. We distribute products in two principal categories: structural products and specialty products. Structural products include primarily plywood, oriented strand board, rebar and remesh, lumber, spruce and other wood products primarily used for structural support in construction projects. Structural products represented between 31% and 37% of our net sales over the past twelve months. Specialty products include primarily engineered wood products, moulding, siding and trim, cedar, metal products (excluding rebar and remesh), and insulation. Specialty products represented between 63% and 69% of our net sales over the past twelve months.

On April 13, 2018, we completed the acquisition of Cedar Creek. Cedar Creek was established in 1977 as a wholesale building materials distribution company that distributed wood products across the United States. Its products included specialty lumber, oriented strand board, siding, cedar, spruce, engineered wood products, and other building products. This acquisition allowed us to expand our product offerings, while maintaining our existing geographical footprint.

Recent Developments - Impact of COVID-19 Pandemic

A novel strain of coronavirus (COVID-19) was first identified in December 2019 in certain Far East and European countries. On March 11, 2020, the spread of COVID-19 was declared a global pandemic by the World Health Organization, with a high concentration of cases in the United States. In response to the pandemic, governmental authorities around the world implemented numerous measures to combat the virus, such as travel bans and restrictions, quarantines, “shelter-in-place” orders, and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a substantial negative impact on businesses around the world and on global, regional, and national economies.

We began preparations for the pandemic in late February, and in early March we implemented policies and procedures to protect our associates, serve our customers, and support our suppliers. We also moved quickly to develop plans and take actions designed to give us financial and operating flexibility during the pandemic. To date, our business has been designated as “essential” in all states in which we operate, and we are continuing to operate and provide service to customers and suppliers. Also, notably, we have not experienced any significant supply chain disruptions as a result of the pandemic, and our supply chain has remained intact in all material respects.

We formed a cross-functional COVID-19 Disaster Response Team and implemented safety and hygiene protocols consistent with the Centers for Disease Control and Prevention (“CDC”) and local guidance. Those protocols have evolved in accordance with CDC and local guidance, and they include mandating the use of face coverings where their use is required by local order; implementing enhanced cleaning and disinfecting procedures; using social distancing guidelines and physical separation where required; establishing no-travel mandates; implementing no-contact rules and visitor guidelines; implementing enhanced safety procedures for our drivers such as including contactless delivery procedures; using mobile work arrangements for employees whose work can be done remotely; and developing rapid response procedures for presumptive and confirmed COVID-19 cases at any of our locations.

We also developed plans designed to reduce our cost structure, strengthen our balance sheet, and further increase liquidity in response to the pandemic. Steps taken to reduce operating costs include pausing new hiring; limiting non-essential spending; closely monitoring and reviewing credit lines, open orders, overpaid accounts, and receivables aging; making substantial variable operating expense reductions correlating to local market demand declines; placing approximately 15% of our salaried workforce on an initial 60-day furlough; voluntary reductions of executive officer and vice president base salaries for at least six months; closely assessing and monitoring inventory availability and purchasing; and ongoing review and monitoring of payroll and branch expenses.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted to offer relief to employers through, among other things, deferment of employer-side social security payments, deferral of quarterly pension contributions, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction

limitation. We have elected to utilize certain of the provisions offered and continue to examine the impacts the CARES Act may have on our business.

For the first fiscal quarter of 2020, the COVID-19 pandemic did not have a significant impact on our business. Net sales increased 3.7% and our net loss improved 88% compared to the first quarter of 2019. However, beginning at the end of the first fiscal quarter of 2020, we began to see market demand decline in several of our warehouse locations. We believe that social distancing requirements, shelter-in-place orders, and restrictions on non-essential construction in states like New York, Pennsylvania, Vermont, and Michigan, stemming from the COVID-19 pandemic are likely to have a negative impact; even in these states, however, our distribution business was not fully impacted, and we have continued to operate everywhere, albeit with social distancing and hygiene protocols. Overall, we currently expect the pandemic to negatively impact our business and sales in 2020. The extent of this decline will depend on future developments, including, among others, the duration of the pandemic, new information that may emerge concerning the severity of COVID-19, the actions, especially those taken by governmental authorities, to contain the pandemic or address its impact, and the impact the COVID-19 pandemic has on demand in the markets we service. The trajectory of the pandemic continues to evolve rapidly, and we cannot predict the extent to which our financial condition, results of operations, or cash flows will ultimately be impacted. We are closely monitoring the impact of the pandemic on these industry conditions, and we anticipate that as states begin to ease pandemic-related restrictions, any negative impact should begin to stabilize.

Industry Conditions

Many of the factors that cause our operations to fluctuate have historically been seasonal or cyclical in nature and we expect that to continue. Our operating results have historically been correlated with the level of single-family residential housing starts in the U.S. At any time, the demand for new homes is dependent on a variety of factors, including job growth, changes in population and demographics, the availability and cost of mortgage financing, the supply of new and existing homes, and consumer confidence.

Our operating results are also affected by commodity pricing, primarily the markets for wood-based commodities. Lumber and panel prices generally trended upwards during the first quarter of 2020, enhancing gross margins for structural products. Market pricing in the first quarter of 2020 was close to historical averages, but is above the prior year levels, which resulted in favorable revenue comparisons to the first quarter of 2019.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including the following: the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry, suppliers and supply chains, and customers, our business, results of operations, cash flows, financial condition, and future prospects; the integration of the Cedar Creek business with ours and the potential for disruption in distribution relationships, operational performance and sales resulting therefrom; changes in the prices, supply and/or demand for products that we distribute; inventory management and commodities pricing; new housing starts; repair and remodeling activity; general economic and business conditions in the U.S.; disintermediation by our customers and suppliers; acceptance by our customers of our branded and privately branded products; financial condition and credit worthiness of our customers; supply from 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 and other legal proceedings; changes in the availability of capital and interest rates; adverse weather patterns or conditions; acts of cyber intrusion or other disruptions to our information technology systems; tariffs, anti-dumping and counter-vailing duties, anti-dumping charges, and similar import costs and restrictions; and variations in the performance of the financial markets, including the credit markets.

Results of Operations

The following table sets forth our results of operations for the first quarter of fiscal 2020 and fiscal 2019:



(Dollars in thousands)	First Quarter of Fiscal 2020			% of Net Sales	First Quarter of Fiscal 2019			% of Net Sales
Net sales	$	662,070		100.0%	$	638,701		100.0%

Gross profit	93,209			14.1%	86,045			13.5%
Selling, general, and administrative	77,769			11.7%	74,410			11.7%
Gains from sales of property	(525		)	(0.1)%	—			—%
Depreciation and amortization	7,635			1.2%	7,328			1.1%
Operating income	8,330			1.3%	4,307			0.7%
Interest expense, net	14,380			2.2%	13,401			2.1%
Other (income) expense, net	(237		)	(0.0)%	150			0.0%
Loss before benefit from income taxes	(5,813		)	(0.9)%	(9,244		)	(1.4)%
Benefit from income taxes	(5,026		)	(0.8)%	(2,525		)	(0.4)%
Net loss	$	(787	)	(0.1)%	$	(6,719	)	(1.1)%

The following table sets forth net sales by product category for the three-month periods ending March 28, 2020, and March 30, 2019 (in thousands):



	Three Months Ended
	March 28, 2020		March 30, 2019
Structural products	$	240,778	$	196,786
Specialty products	421,292		441,915
Net sales	$	662,070	$	638,701

The following table sets forth gross profit and gross margin percentages by product category for the three-month periods of fiscal 2020 and 2019 (dollars in thousands):



	Three Months Ended
	March 28, 2020			March 30, 2019
Structural products	$	24,233		$	18,733
Specialty products	68,976			67,312
Gross profit	$	93,209		$	86,045
Gross margin percentage by category
Structural products	10.1		%	9.5		%
Specialty products	16.4		%	15.2		%
Total, including adjustments	14.1		%	13.5		%

First Quarter of Fiscal 2020 Compared to First Quarter of Fiscal 2019

Net sales. For the first quarter of fiscal 2020, net sales increased 3.7 percent, or $23.4 million, compared to the first quarter of fiscal 2019. The sales increase was driven by higher sales volumes and commodity price inflation, offset by the loss of $31.9 million of sales related to a siding program that was discontinued in conjunction with our Cedar Creek integration activities in the prior year.

Gross profit and gross margin. For the first quarter of fiscal 2020, gross profit increased by $7.2 million, or 8.3 percent, compared to the first quarter of fiscal 2019, primarily due to increased sales revenue and improved gross margins on both our

specialty and structural products businesses. Gross margin during the same period was 14.1 percent, an increase compared to 13.5 percent in the first quarter of fiscal 2019.

Selling, general, and administrative expenses. The increase in selling, general, and administrative expenses of 4.5 percent, or $3.4 million, for the first quarter of fiscal 2020, compared to the first quarter of fiscal 2019, is primarily due to increases in our operational and logistics expenses in support of our strategy to enhance our service to our customer base and higher sales volumes.

Depreciation and amortization expense. For the first quarter of fiscal 2020, depreciation and amortization expense increased by $0.3 million to $7.6 million due to a higher base of depreciable assets.

Interest expense. Interest expense increased by $1.0 million for the first quarter of fiscal 2020, compared to the first quarter of fiscal 2019. The increase was largely attributable to an increase in real estate financing transactions.

Provision for income taxes. Our effective tax rate was 86.5 percent and 27.3 percent for the first quarter of fiscal 2020 and 2019, respectively. Our effective tax rate for the first quarter of fiscal 2020 was impacted by (i) the discrete tax benefit of $3.9 million resulting from the release of the valuation allowance associated with the nondeductible interest expense under IRC Section 163(j) as a result of the CARES act changing the allowable percentage from 30 percent of adjusted taxable income to 50 percent of adjusted taxable income, (ii) the permanent addback of certain nondeductible expenses, including meals and entertainment, and (iii) the effect of the partial valuation allowance for separate company state income tax losses. Our effective tax rate for the first quarter of fiscal 2019 was impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the effect of the partial valuation allowance for separate company state income tax losses.

Net loss. Our net loss improved over the prior year period due to higher sales, increased gross margins, and reduced costs associated with the acquisition of Cedar Creek.

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 fiscal quarters are typically our lower volume quarters, due to the impact of poor weather on the construction market. Our second and third fiscal quarters are typically our higher volume quarters, reflecting an increase in construction, due to more favorable weather conditions. Assuming no change in underlying inventory costs, our working capital generally increases in the fiscal second and third quarters, reflecting increased seasonal demand. However, due to the significant impacts of the COVID-19 pandemic, we do not expect to experience our typical seasonality trends in 2020.

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 Facility. We expect that these sources will fund our ongoing cash requirements for the foreseeable future. We believe that, assuming that our operations are not significantly impacted by the COVID-19 pandemic for a prolonged period, our sales in the normal course of our operations, and amounts currently available from our Revolving Credit Facility and other sources, will be sufficient to fund our routine operations, including working capital requirements, for at least the next 12 months.

Revolving Credit Facility

In April 2018, we amended and restated our Revolving Credit Facility to provide for a senior secured revolving loan and letter of credit facility of up to $600 million and an uncommitted accordion feature that permits us to increase the facility by an aggregate additional principal amount of up to $150 million. If we obtain the full amount of the additional increases in commitments, the Revolving Credit Facility will allow borrowings of up to $750 million. Borrowings under the Revolving Credit Facility are subject to availability under the Borrowing Base (as that term is defined in the Revolving Credit Facility). Letters of credit in an aggregate amount of up to $30 million are also available under the Revolving Credit Facility, which would reduce the amount of the revolving loans available thereunder. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.75 percent to 2.25 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on LIBOR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.75 percent to 1.25 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

If excess availability falls below the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the borrowing base and (b) the maximum permitted credit at such time, the Revolving Credit Facility requires maintenance of a fixed charge coverage ratio of 1.0 to 1.0 until excess availability has been at least the greater of (i) $50 million and (ii) 10 percent of the lesser of (a) the borrowing base and (b) the maximum permitted credit at such time for a period of 30 consecutive days.

As of March 28, 2020, we had outstanding borrowings of $381.6 million, excess availability of $96.8 million, and a weighted average interest rate of 3.2 percent under the Revolving Credit Facility. As of December 28, 2019, our principal balance was $326.5 million, excess availability was $80.0 million, and our weighted average interest rate was 3.9 percent.

We were in compliance with all covenants under the Revolving Credit Facility as of March 28, 2020.

Term Loan Facility

In April 2018, we entered into our Term Loan Facility with HPS Investment Partners, LLC, and other financial institutions as party thereto, which provides for a term loan of $180 million secured by substantially all of our assets. Borrowings under the Term Loan Facility may be made as Base Rate Loans or Eurodollar Rate Loans. The Base Rate Loans will bear interest at the rate per annum equal to (i) the greatest of the (a) U.S. prime lending rate published in The Wall Street Journal, (b) the Federal Funds Effective Rate plus 0.50 percent, and (c) the sum of the Adjusted Eurodollar Rate of one month plus 1.00 percent, provided that the Base Rate shall at no time be less than 2.00 percent per annum; plus (ii) the Applicable Margin, as described below. Eurodollar Rate Loans will bear interest at the rate per annum equal to (i) the ICE Benchmark Administration LIBOR Rate, provided that the Adjusted Eurodollar Rate shall at no time be less than 1.00 percent per annum; plus (ii) the Applicable Margin. The Applicable Margin will be 6.00 percent with respect to Base Rate Loans and 7.00 percent with respect to Eurodollar Rate Loans.

We amended the Term Loan Facility on December 31, 2019, to extend the period for satisfying the designated principal balance level required to maintain the modified total net leverage ratio covenant levels for the 2019 fourth and subsequent quarters thereunder, which was satisfied on January 31, 2020, through repayments from proceeds from the real estate financing transactions described in Note 8. On February 28, 2020, we further amended the Term Loan Facility to provide that we would not be subject to the facility’s total net leverage ratio covenant from and after the time, and then for so long as, the principal balance level under the facility is less than $45 million. On April 1, 2020, we amended the Term Loan Facility by, among other things, modifying the total net leverage ratio covenant levels for the 2020 second and third quarters. All other total net leverage ratio covenant levels for prior and future quarters were unchanged.

The Term Loan Facility permits us to enter into real estate sale leaseback transactions with the net proceeds therefrom to be used for repayment of indebtedness under the facility, subject to payment of an applicable prepayment premium. In addition, proceeds from the sale of “Specified Properties” will be used for the repayment of indebtedness under the Term Loan Facility, subject to payment of an applicable prepayment premium, or, under certain circumstances, repayment of indebtedness under our Revolving Credit Facility.

The Term Loan Facility requires maintenance of a total net leverage ratio of 6.25 to 1.00 for the quarter ending March 28, 2020, a ratio of 8.75 to 1.00 for the second and third quarters of 2020, and ratio levels generally reducing over the remaining term of the Term Loan Facility. We were in compliance with all covenants under the Term Loan Facility as of March 28, 2020.

As of March 28, 2020, we had outstanding borrowings of $77.4 million under our Term Loan Facility and an interest rate of 8.6 percent per annum. As of December 28, 2019, our principal balance was $146.7 million with an interest rate of 8.7 percent per annum. The decrease in the outstanding borrowings was due to net proceeds of the real estate financing transactions described in Note 8 being applied to the Term Loan Facility.

Finance Lease Commitments and Real Estate Financing Obligations

In January 2018, we completed sale-leaseback transactions on four distribution centers. We sold these properties for gross proceeds of $110.0 million. As a result of the transactions, we recognized finance lease assets and obligations totaling $95.1 million on these properties, and a total deferred gain of $83.9 million, which is amortized over the lives of the applicable leases. Our total finance lease commitments, which substantially relate to leases of property, including the properties associated with these sale-leaseback transactions, totaled $151.4 million as of March 28, 2020.

In May 2019 and June 2019, we completed real estate financing transactions on two distributions centers under sale-leaseback arrangements. We sold these properties for gross proceeds of $45.0 million. During the first quarter of 2020, in December 2019, January 2020, and February 2020, we completed real estate financing transactions under sale-leaseback arrangements on an additional fourteen distribution centers. We sold these properties for gross proceeds of $78.3 million. Under ASC 842, which we adopted at the beginning of fiscal 2019, these transactions did not qualify as sales. As a result, we recorded financing obligations in the amount of the gross proceeds received, which are amortized over the lives of the financing obligations. Our total commitments under these financing obligations totaled $172.7 million as of March 28, 2020.

Interest Rates

Our Revolving Credit Facility and our Term Loan Facility include available interest rate options based on the London Inter-bank Offered Rate (LIBOR). It is widely expected that LIBOR will be discontinued after 2021, and the U.S. and other countries are currently working to replace LIBOR with alternative reference rates. The consequences of these developments with respect to LIBOR cannot be entirely predicted; however, we do not believe that the discontinuation of LIBOR as a reference rate in our loan agreements will have a material adverse effect on our financial position or materially affect our interest expense.

Sources and Uses of Cash

Operating Activities

Net cash used in operating activities for the first three months of fiscal 2020 was $59.2 million, compared to net cash used in operating activities of $58.3 million in the first three months of fiscal 2019. During the first three months of fiscal 2020, cash used in operating activities increased slightly, primarily from the increase in working capital compared to prior year.

Investing Activities

Net cash used in investing activities for the first three months of fiscal 2020 was $1.2 million compared to net cash provided by investing activities of $4.9 million in the first three months of fiscal 2019. The net cash provided by investing activities in the prior year was due to $6.0 million that was returned from escrow after the Cedar Creek acquisition was finalized, offset by cash paid for property and equipment investments of $1.2 million; cash paid for property and equipment investments was consistent in both periods.

Financing Activities

Net cash provided by financing activities totaled $61.3 million for the first three months of fiscal 2020, compared to $57.1 million for the first three months of fiscal 2019. The increase in net cash provided by financing activities is primarily due to proceeds from real estate transactions of $78.3 million and net borrowings on the revolving credit facility of $55.1 million, offset by a repayment on our term loan of $69.2 million.

Operating Working Capital ^[1]



Selected financial information (in thousands)
	March 28, 2020		December 28, 2019		March 30, 2019
Current assets:
Cash	$	12,558	$	11,643	$	12,682
Receivables, less allowance for doubtful accounts	247,940		192,872		246,342
Inventories, net	378,634		345,806		387,330
	$	639,132	$	550,321	$	646,354

Current liabilities:
Accounts payable ^[2]	$	162,398	$	132,348	$	175,192
	$	162,398	$	132,348	$	175,192

Operating working capital	$	476,734	$	417,973	$	471,162

^{___________________________}

^[1] Operating working capital is defined as the sum of cash, receivables, and inventory less accounts payable.

^[2]Accounts payable includes outstanding payments of $26.5 million, $16.1 million, and $42.9 million as of March 28, 2020, December 28, 2019, and March 30, 2019, respectively. Outstanding payments represent outstanding checks and electronic payments that have not been presented for payment as of the end of the period; these amounts are typically funded within 24 hours.

Operating working capital is an important measurement we use to determine the efficiencies of our operations and our ability to readily convert assets into cash.

Operating working capital of $476.7 million on March 28, 2020, compared to $418.0 million as of December 28, 2019, increased on a net basis by approximately $58.8 million. The increase in operating working capital is primarily driven by seasonal increases in accounts receivable and inventory to support expected increases that the Company has historically experienced in sales activity during the summer building season, offset by increases in accounts payable.

Operating working capital of $476.7 million on March 28, 2020, compared to $471.2 million as of March 30, 2019, increased by $5.6 million, driven by a decrease in accounts payable, partially offset by a decrease in the company’s inventory level.

Critical Accounting Policies

The preparation of our consolidated financial statements and related disclosures in conformity with GAAP requires our management to make judgments and estimates that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. There have been no material changes to our critical accounting policies from the information provided in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2019.

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements include, without limitation, any statement that predicts, forecasts, indicates or implies future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will be,” “will likely continue,” “will likely result” or words or phrases of similar meaning. The forward-looking statements in this report include statements about the COVID-19 pandemic, its duration and effects, and its potential effects on our business and results of operations; anticipated effects of adopting certain accounting standards; estimated future annual amortization expense; potential changes to estimates made in connection with revenue recognition; the expected outcome of legal proceedings; industry conditions; seasonality; and liquidity and capital resources.

Forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those discussed under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 28, 2019, and those discussed elsewhere in this report (including Item 1A of Part II of this report) and in future reports that we file with the SEC. We operate in a changing environment in which new risks can emerge from time to time. It is

not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Factors that may cause these differences include, among other things: the COVID-19 pandemic and other contagious illness outbreaks and their potential effects on our industry, suppliers and supply chain, and customers, and our business, results of operations, cash flows, financial condition, and future prospects; our ability to integrate and realize anticipated synergies from acquisitions; loss of material customers, suppliers, or product lines in connection with acquisitions; operational disruption in connection with the integration of acquisitions; our indebtedness and its related limitations; sufficiency of cash flows and capital resources; our ability to monetize real estate assets; fluctuations in commodity prices; adverse housing market conditions; disintermediation by customers and suppliers; changes in prices, supply and/or demand for our products; inventory management; competitive industry pressures; industry consolidation; product shortages; loss of and dependence on key suppliers and manufacturers; import taxes and costs, including new or increased tariffs, anti-dumping duties, countervailing duties or similar duties; our ability to successfully implement our strategic initiatives; fluctuations in operating results; sale-leaseback transactions and their effects; real estate leases; changes in interest rates; exposure to product liability claims; our ability to complete offerings under our shelf registration statement on favorable terms, or at all; changes in our product mix; petroleum prices; information technology security and business interruption risks; litigation and legal proceedings; natural disasters and unexpected events; activities of activist stockholders; labor and union matters; limits on net operating loss carryovers; pension plan assumptions and liabilities; risks related to our internal controls; retention of associates and key personnel; federal, state, local and other regulations, including environmental laws and regulations; and changes in accounting principles. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. We expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our management performed an evaluation, as of the end of the period covered by this report on Form 10-Q, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

During the period covered by this report, other than described below, there have been no 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the first quarter of fiscal 2020, there were no material changes to our legal proceedings as disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019. Additionally, 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 are generally expensed as incurred.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A.Risk Factors" in our Annual Report on Form 10-K for the year ended December 28, 2019, as updated and supplemented below, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Our business, results of operations, and financial condition may be materially adversely impacted by the COVID-19 pandemic.

A novel strain of coronavirus (COVID-19) was first identified in December 2019 in certain Far East and European countries. On March 11, 2020, the spread of COVID-19 was declared a global pandemic by the World Health Organization, with a high concentration of cases in the United States. On March 13, 2020, the United States declared a national emergency concerning the pandemic, and many U.S. states and municipalities have declared public health emergencies. In response, U.S. federal, state, and local governments and agencies have enacted wide-ranging actions to combat the pandemic, including “shelter-in-place” orders and quarantines, social distancing mandates, and hygiene protocols. In addition, some U.S. states and municipalities have placed significant limits on non-essential construction projects. These actions have substantially restricted daily activities for individuals and businesses, and have caused many businesses to curtail or cease normal operations.

The widespread health crisis created by the COVID-19 pandemic and the actions taken to combat it have had a significant adverse effect on the economies and financial markets of the U.S. and many other countries. The U.S. has experienced deteriorating economic conditions in many major markets, including increased unemployment, decreases in disposable income, declines in consumer confidence, general economic slowdowns, and significant volatility in financial markets. These deteriorating economic conditions have generally lowered demand for our products, and they may continue to do so in the future, which could materially reduce our sales and profitability. In addition, any bankruptcy or financial distress of our customers or suppliers due to deterioration in economic conditions could result in other significant negative impacts to our business including reduced sales, decreased collectability of accounts receivable, impaired credit, an ineffective supply chain, loss of credit from our suppliers, and a reduction in certain key product brands. Deteriorating economic conditions and reduced sales and profitability could also limit the availability of credit, or increase our borrowing costs, including by requiring additional collateral. We also may be required to record impairment charges with respect to assets whose fair values may be negatively affected by the effects of the pandemic on our operations.

In addition, although our operations and those of most of our direct customers and suppliers are currently considered “essential” and are therefore exempt from state and local business closure orders, these exemptions are not expected to completely mitigate the significant impact to our markets caused by the COVID-19 pandemic, and they may be curtailed or revoked in the future. If these exemptions are curtailed or revoked, it could require us, or our customers or suppliers, to further limit our operations or suspend them altogether, which would adversely impact our business, operating results, and financial condition. The pandemic has also caused, and may continue to cause, disruption to the global supply chain, which could impact our ability to source products from our suppliers, many of whom are located outside of the United States, including China.

In response to the pandemic, we have instituted a number of actions to protect our workforce, including restricting business travel, imposing mandatory quarantine periods for employees who have traveled to areas impacted by the pandemic, modifying office functions to allow employees to work remotely, and modifying our warehouse and delivery operations to enforce enhanced safety protocols around social distancing, hygiene, and health screening. While all of these steps are necessary and appropriate in light of the pandemic, they, coupled with state and local business closure orders and regulations, do impact our ability to operate our business in its ordinary and traditional course, and they have and may continue to cause us to experience reductions in productivity and disruptions to our business routines while they remain in place.

The potential magnitude or duration of the business and economic impacts from this pandemic are uncertain, but the associated negative trends are likely to continue through fiscal 2020. However, the negative impact on our business from the COVID-19 pandemic could be more prolonged and may become more severe. Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a material adverse effect on our results of operations, financial condition, and cash flows. In addition, any of these negative impacts, alone or in combination with others, could exacerbate many of the risks described in Part I, “Item 1A. Risk Factors”, in our Annual Report on Form 10-K for the year ended December 28, 2019, and the other risks described in this report. The full extent to which the COVID-19 pandemic will negatively affect our results of operations, financial condition, and cash flows will depend on future developments that are highly uncertain and cannot be predicted.

We have been notified that we are not in compliance with certain listing standards of the New York Stock Exchange (NYSE), and we may be unable to regain compliance.

On April 22, 2020, we were notified by the NYSE that we were not in compliance with the continued listing standards set forth in Section 802.01B of the New York Stock Exchange Listed Company Manual 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.

On April 28, 2020, we submitted a plan to regain conformity with this NYSE listing standard by January 1, 2022, in accordance with NYSE rules. Within 45 days of the submission of this plan, the NYSE will determine whether we have made a reasonable demonstration of our 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. The NYSE will deem us to have regained compliance if, during the cure period, we comply with the relevant continued listing standards, or qualify under an original listing standard, for a period of two consecutive quarters. Until the NYSE determines that we have regained compliance, our common stock trading symbol of “BXC” will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. If we fail to comply with the plan, do not meet continued listing standards at the end of the allowed cure period, or in the event that our common stock trades at levels viewed to be abnormally low by the NYSE, our common stock will be subject to the prompt initiation of NYSE suspension and delisting procedures. There can be no assurance that the NYSE will accept our plan, or that our plans to regain compliance will be successful.

While we believe that the erosion of our average market capitalization was a direct result of the effects of the COVID-19 pandemic on the stock market, and we expect that a return to normalcy in the stock market should return our market capitalization to a compliant level, 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 if our common stock is delisted. Delisting could also make it more difficult for us to raise additional capital.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the Company’s common stock repurchase activity for each month of the quarter ended March 28, 2020:



		Total Number
		Shares	Average Price
Period		Purchased^[1]	Paid Per Share
December 29, 2019 - February 1, 2020		—	$	—
February 2 - February 29, 2020		498	$	13.45
March 1 - March 28, 2020		—	$	—
Total		498

[1]	The Company did not repurchase any of its equity securities during the period covered by this report pursuant to any publicly announced plan or program, and no such plan or program is presently in effect. All purchases reflected in the table above pertain to purchases of common stock by the Company in connection with tax withholding obligations of the Company’s employees upon the vesting of such employees’ restricted stock awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



Exhibit Number		Description
10.1	*	First Amendment to Amended and Restated Credit Agreement, dated January 31, 2020, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc. as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto.
10.2	*	Fourth Amendment to Credit and Guaranty Agreement, dated December 31, 2019, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent.
10.3	*	Fifth Amendment to Credit and Guaranty Agreement, dated February 28, 2020, by and among BlueLinx Holdings Inc., as borrower, certain subsidiaries of BlueLinx Holdings Inc., as guarantors, the lenders party thereto, and HPS Investment Partners, LLC, in its capacity as administrative agent.
10.4	*	Employment Agreement between BlueLinx Corporation and Kelly C. Janzen, dated March 2, 2020.
10.5	*	Separation Agreement between BlueLinx Corporation and Susan C. O’Farrell, dated March 9, 2020.
10.6	*	Form of Purchase and Sale Agreement with Big Acquisitions LLC, dated as of October 16, 2019.
10.7	*	Form of First Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of November 20, 2019.
10.8	*	Form of Second Amendment to Purchase and Sale Agreement with Big Acquisitions LLC, dated as of December 13, 2019.
10.9	*	Letter Agreement, dated March 22, 2020, between BlueLinx Holdings Inc. and Mitchell B. Lewis.
31.1	*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	**	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	**	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.Def		Definition Linkbase Document.
101.Pre		Presentation Linkbase Document.
101.Lab		Labels Linkbase Document.
101.Cal		Calculation Linkbase Document.
101.Sch		Schema Document.
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	*	Filed herewith.
	**	Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




		BlueLinx Holdings Inc.
		(Registrant)

Date: May 6, 2020	By:	/s/ Kelly C. Janzen
		Kelly C. Janzen
		Senior Vice President and Chief Financial Officer

EXHIBIT 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 2020 (this “Amendment No. 1”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent (in such capacity, “Agent”) pursuant to the Credit Agreement (as hereinafter defined), the Lenders (as hereinafter defined) party hereto, BlueLinx Holdings Inc., a Delaware corporation (“Parent”), BlueLinx Corporation, a Georgia corporation (“BlueLinx”), BlueLinx Florida LP, a Florida limited partnership (“BFLP”), Cedar Creek LLC, a Delaware limited liability company, on behalf of itself and as successor by merger of Venture Development & Construction, LLC with and into Cedar Creek LLC (“Cedar Creek LLC”), Cedar Creek Corp., a Delaware corporation (“Cedar Creek Corp.”), Astro Buildings Inc., a Delaware corporation (“Astro Buildings”), Lake States Lumber, Inc., a Minnesota corporation (“Lake States” and, together with Parent, BlueLinx, BFLP, Cedar Creek LLC, Cedar Creek Corp, Astro Buildings and Lake States, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”), BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”), Cedar Creek Holdings Inc., a Delaware corporation (“Cedar Creek Holdings”), and each of the SPE Propcos signatory party hereto (and together with BFH1, BFH2 and Cedar Creek Holdings, each a “Guarantor” and individually and collectively, jointly and severally, “Guarantors”). W I T N E S S E T H: WHEREAS, Agent, the parties to the Credit 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 Credit Agreement, dated as of April 13, 2018, by and among Agent, Lenders, Borrowers and Guarantors (as from time to time further amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit 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 “Loan Documents”); WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders enter into certain amendments to the Credit Agreement; WHEREAS, the parties hereto desire to enter into this Amendment No. 1 to evidence and effectuate such amendments under the Credit 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. Definitions. 1.1 Additional Definitions. As used herein or in the Credit Agreement or in any of the other Loan Documents, the following terms shall have the meanings set forth below and the Credit Agreement and the other Loan Documents shall be deemed and are hereby amended to include, in addition and not in limitation, the following definitions: “Amendment No. 1” shall mean Amendment No. 1 to Amended and Restated Credit Agreement, dated as of January 31, 2020, by and among Agent, Borrowers, Guarantors and Lenders, as the same may be amended, modified, supplemented, extended, renewed, restated or replaced. “Amendment No. 1 Effective Date” shall mean the date on which all of the conditions precedent set forth in Amendment No. 1 have been satisfied. “BHC Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person. “Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Covered Party” has the meaning specified therefor in Section 17.18 of this Agreement. “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. § 5390(c)(8)(D). “QFC Credit Support” has the meaning specified therefor in Section 17.18 of this Agreement. 1.2 Amendments to Definitions. (a) Seasonal Period. The definition of “Seasonal Period” set forth in the Credit Agreement is replaced with the following: “Seasonal Period” means (a) from the Closing Date through and including the date that is 12 months after the Closing Date, (b) commencing with the 2

calendar year 2019, the 241 day period commencing on November 15, 2019 through and including July 15, 2020 and (c) commencing with the calendar year 2020 and thereafter, the 120 day period (or 121 day period in a leap year) commencing on December 15 of each calendar year and ending on April 15 of each immediately succeeding calendar year. (b) Cash Dominion Event. The definition of “Cash Dominion Event” set forth in the Credit Agreement is hereby amended by replacing the reference to “3 consecutive Business Days” with “5 consecutive Business Days”. 1.3 Interpretation. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement. Section 2. Amendments to Credit Agreement. 2.1 Interest Computation. The first sentence of Section 2.6(e) of the Credit Agreement is hereby replaced with the following: “All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year (or 365 days (or 366 days in a leap year), as the case may be, in the case of Revolving Loans for which the Base Rate is used), in each case, for the actual number of days elapsed in the period during which the interest or fees accrue.” 2.2 QFC Credit Support Provisions. A new Section 17.18 is hereby added to the Credit Agreement immediately after Section 17.17 of the Credit Agreement as follows: “17.18 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, "QFC Credit Support" and each such QFC a "Supported QFC"), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a 3

U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.” 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 Loan Documents, 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: 3.1 This Amendment No. 1 and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder 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 and Guarantors contained herein constitute legally valid and binding obligations of Borrowers and Guarantors, as the case may be, enforceable against them in accordance with their terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally. 3.2 The execution, delivery and performance of this Amendment No. 1 and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder will not (a) violate any material provision of federal, state, or local law or regulation applicable to any Borrower, any Guarantor or their Subsidiaries, the Governing Documents of any Borrower, any Guarantor or their Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, any Guarantor or their Subsidiaries, (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Borrower, any Guarantor or their Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (c) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Borrower or Guarantor other than Permitted Liens, or (d) require any approval of any holder of Equity Interests of a Borrower or Guarantor, or any approval or consent of any Person under any material agreement of any Borrower or Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. 3.3 After giving effect to this Amendment No. 1and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder, all of the 4

representations and warranties set forth in the Credit Agreement as amended hereby, and the other Loan Documents, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date. 3.4 After giving effect to the provisions of this Amendment No. 1 and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder, no Default or Event of Default exists or has occurred and is continuing. Section 4. Release by Borrowers and Guarantors. 4.1 Release. (a) In consideration of the agreements of Agent and Lenders contained herein, and the continued making of the loans, advances and other accommodations by Lenders (or Agent on behalf of Lenders) to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower and each 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 (Agent, 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 any Borrower or any 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. 1, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, and the other Loan Documents. (b) Each Borrower and each 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. 5

(c) Each Borrower and each 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) Each Borrower and each Guarantor 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. 4.2 Covenant Not to Sue. Each Borrower and each 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 any Guarantor pursuant to Section 4.1 hereof. If any Borrower or any Guarantor violates the foregoing covenant, each Borrower and each 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. 4.3 Waiver of Statutory Provisions. EACH BORROWER AND EACH GUARANTOR HEREBY EXPLICITLY WAIVE 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 AND EACH GUARANTOR) AGREE THAT NO SUCH COMMON LAW OR STATUTORY RULE OR PRINCIPLE SHALL AFFECT THE VALIDITY OR SCOPE OR ANY OTHER ASPECT OF THIS RELEASE. Section 5. Conditions Precedent. Concurrently with the execution and delivery hereof, and as a further condition to the effectiveness of this Amendment No. 1 and the agreement of Agent and Lenders to the modifications and amendments set forth in this Amendment No. 1: 5.1 Agent shall have received an executed copy of an original or executed original counterparts of this Amendment No. 1 by electronic mail or facsimile (with the originals, if requested by Agent, to be delivered within five (5) Business Days after the date of such request), duly authorized, executed and delivered by Borrowers, Guarantors and Supermajority Lenders; 5.2 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. 1; 5.3 Agent shall have received the consent of the Supermajority Lenders to the amendments to the Credit Agreement set forth in this Amendment No. 1; 6

5.4 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. 1, 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 reasonably satisfactory to Agent in its good faith determination; 5.5 all requisite corporate action and proceedings in connection with this Amendment No. 1 and the other Loan Documents delivered in connection herewith, 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 reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers or Governmental Authority; 5.6 all of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, each as amended by this Amendment No. 1, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; 5.7 Agent shall have received, in form and substance reasonably satisfactory to Agent, an executed copy of an original or executed original counterparts of a Consent and Ratification Agreement with respect to the merger of Venture Development & Construction LLC, an Oklahoma limited liability company, with and into Cedar Creek LLC by electronic mail or facsimile (with the originals, if requested by Agent, to be delivered within five (5) Business Days after the date of such request), duly authorized, executed and delivered by Cedar Creek LLC, Agent and Required Lenders; 5.8 all other documents and legal matters in connection with the transactions contemplated by this Amendment No. 1 shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent; and 5.9 after giving effect to the amendment contemplated by this Amendment No. 1 and each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder, no Default or Event of Default shall exist or have occurred and be continuing. Section 6. Effect of this Amendment No. 1. Except as expressly set forth herein, and in each other agreement or instrument to be executed and delivered by Borrowers or Guarantors hereunder, no other amendments, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents 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. 1 or with respect to the subject matter of this Amendment No. 1. To the extent of conflict between the terms of this Amendment No. 1 and the other Loan Documents, the terms of this 7

Amendment No. 1 shall control. The Credit Agreement and this Amendment No. 1 shall be read and construed as one agreement. Section 7. 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. 1. Section 8. Governing Law. The validity, interpretation and enforcement of this Amendment No. 1 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 9. Binding Effect. This Amendment No. 1 shall be binding upon and inure to the benefit of Borrowers, Guarantors, Agent and Lenders and their respective successors and assigns. Section 10. Reviewed by Attorneys. Each Borrower and Guarantor represents and warrants that it (a) understands fully the terms of this Amendment No. 1 and the consequences of the execution and delivery of this Amendment No. 1, (b) has been afforded an opportunity to have this Amendment No. 1 reviewed by, and to discuss this Amendment No. 1 and any document executed in connection herewith with, such attorneys and other persons as each Borrower and Guarantor may wish, and (c) has entered into this Amendment No. 1 and executed and delivered all documents in connection herewith of its/his own free will and accord and without threat, duress or other coercion of any kind by any person. The parties hereto acknowledge and agree that neither this Amendment No. 1 nor the other documents executed pursuant hereto shall be construed more favorably in favor of one than the other based upon which party drafted the same, it being acknowledged that all parties hereto contributed substantially to the negotiation and preparation of this Amendment No. 1 and the other documents executed pursuant hereto or in connection herewith. Section 11. Waiver, Modification, Etc. No provision or term of this Amendment No. 1 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. 1 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. 1. Section 14. Counterparts. This Amendment No. 1 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. 1 by 8

telefacsimile or other electronic transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 1. Any party delivering an executed counterpart of this Amendment No. 1 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. 1. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their authorized officers as of the day and year first above written. BORROWERS: BLUELINX HOLDINGS INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President, General Counsel and Corporate Secretary BLUELINX CORPORATION By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary BLUELINX FLORIDA LP By: BlueLinx Florida Holding No. 2 Inc., its General Partner By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary CEDAR CREEK LLC, for itself and as successor by merger of Venture Development & Construction, LLC By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary CEDAR CREEK CORP. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary ASTRO BUILDINGS INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

LAKE STATES LUMBER, INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary GUARANTORS: BLUELINX FLORIDA HOLDING NO. 1 INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary BLUELINX FLORIDA HOLDING NO. 2 INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary CEDAR CREEK HOLDINGS, INC., for itself and as successor by merger of Panther Merger Sub, Inc. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

ABP AL (Midfield) LLC ABP CO II (Denver) LLC ABP FL (Lake City) LLC ABP FL (Pensacola) LLC ABP FL (Yulee) 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 ME (Portland) LLC ABP MI (Grand Rapids) LLC ABP MN (Maple Grove) LLC ABP MO (Kansas City) LLC ABP MO (Springfield) LLC ABP MO (Bridgeton) LLC ABP NC (Charlotte) LLC ABP NJ (Denville) LLC ABP NY (Yaphank) LLC ABP OH (Talmadge) LLC ABP OK (Tulsa) LLC ABP PA (Stanton) LLC ABP SC (Charleston) LLC ABP TN (Erwin) LLC ABP TN (Memphis) LLC ABP TN (Madison) LLC ABP TX (El Paso) LLC ABP TX (Houston) LLC ABP TX (Lubbock) LLC ABP TX (San Antonio) LLC ABP VA (Richmond) LLC ABP VT (Shelburne) LLC By: BLUELINX HOLDINGS INC., as Sole Member By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

[Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

AGENT AND LENDERS: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent and as a Lender By: /s/ Anthony Leadbetter Name: Anthony Leadbetter Title: Director [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

BANK OF AMERICA, N.A., as a Lender By: /s/ Douglas Cowen Name: Douglas Cowen Title: Senior Vice President [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

BMO HARRIS BANK N.A., as a Lender By: /s/ Elisabeth Izzo Name: Elisabeth Izzo Title: Vice President [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

CITIZENS BANK, N.A., as a Lender By: /s/ James Horn Name: James Horn Title: Vice President [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

TRUIST BANK, as successor by merger to SunTrust Bank, as a Lender By: /s/ Scott Wheeler Name: Scott Wheeler Title: Vice President [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Rod Swenson Name: Rod Swenson Title: Vice President [Amendment No. 1 to Amended and Restated Credit Agreement (BlueLinx)]

EXHIBIT 10.2 FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT FOURTH AMENDMENT (this “Agreement”) dated as of December 31, 2019 among BlueLinx Holdings Inc. (the “Borrower”), the “Guarantors” referred to on the signature pages hereto, the Lenders executing this Agreement on the signature pages hereto and HPS INVESTMENT PARTNERS, LLC, in its capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below. WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as of April 13, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). WHEREAS, the Credit Parties, the Lenders party hereto constituting the Requisite Lenders and the Administrative Agent desire to amend the Credit Agreement on the terms set forth herein. NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement, after giving effect to this Agreement, are used herein as defined therein. This Agreement shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, effective as of the Fourth Amendment Effective Date, the Credit Agreement is hereby amended as follows: (a) Section 1.4(e) of the Credit Agreement shall be restated in its entirety as follows: “(e) Notwithstanding anything to the contrary contained herein, for purposes of determining compliance with the financial covenant set forth in Section 6.7, (i) in the event that the outstanding principal balance of the Loans is greater than $95,298,863.91 on March 27, 2020, (A) the ratios required to comply with Section 6.7 for the Fiscal Quarter ending on December 28, 2019 and each Fiscal Quarter ending thereafter shall revert to the ratios set forth for such Fiscal Quarters in Section 6.7 immediately prior to the Third Amendment Effective Date (and the effectiveness of the amendments to Section 6.7 pursuant to the Third Amendment shall automatically terminate and be unwound), (B) the $10,000,000 cap set forth in clause (a) of the definition of “Consolidated Net Income” shall be reduced to zero and no adjustments to Consolidated EBITDA shall be permitted to be made under sub-clauses (vi) and 34408.03700

(xiv) of clause (a) of the definition of “Consolidated EBITDA” (which amounts under such sub-clauses shall be deemed to be zero), in each case, for purposes of calculating the Total Net Leverage Ratio for the Fiscal Quarter ending on December 28, 2019 and each Fiscal Quarter ending thereafter, and (C) the Borrower shall no longer be permitted to exercise the cure rights set forth in Section 8.3 hereof, and (ii) in the event that the Borrower has made voluntary prepayments of the Loans under Section 2.9 and/or mandatory prepayments of the Loans under Section 2.10(a) or 2.10(c) in an aggregate principal amount of at least $50,925,000 during the period commencing on the Third Amendment Effective Date and ending on March 27, 2020, the principal amount of the Loans included in Consolidated Total Debt for purposes of calculating the Total Net Leverage Ratio for the Fiscal Quarter ending December 28, 2019 shall be deemed to be the principal amount of the Loans outstanding as of March 27, 2020.” (b) Section 2.10(a) of the Credit Agreement shall be restated in its entirety as follows: “(a) Asset Sales. Not later than the fifth Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds (other than from (x) the sale of any Specified Properties after the Third Amendment Effective Date and (y) Permitted Leaseback Transactions), the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds, together with accrued interest thereon and any premium payable pursuant to Section 2.11; provided that (i) to the extent any such Net Asset Sale Proceeds constitute proceeds of ABL Priority Collateral (including the portion of Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral from an Asset Sale of the Equity Interests of any Credit Party that owns ABL Priority Collateral), then the mandatory prepayment pursuant to this Section 2.10(a) with respect to Net Asset Sale Proceeds constituting proceeds of ABL Priority Collateral shall be in an amount equal to 100% of such Net Asset Sale Proceeds minus the amount of such Net Asset Sale Proceeds that are then required to be used to prepay Indebtedness under the ABL Credit Agreement, and (ii) (A) so long as no Default or Event of Default shall have occurred and be continuing, and (B) to the extent that (x) such Net Asset Sale Proceeds consist of proceeds of the sale of Specified Properties prior to the Third Amendment Effective Date, or (y) the Net Asset Sale Proceeds (other than from the sale of any Specified Properties) reinvested in accordance with this Section 2.10(a) from the Closing Date through the applicable date of determination, together with the aggregate amount of Net Insurance/Condemnation Proceeds 2

reinvested in accordance with Section 2.10(b) and Net Extraordinary Receipts reinvested in accordance with Section 2.10(f), do not exceed $15,000,000 in the aggregate, then, in each case, Borrower shall have the option, directly or through one or more of its Subsidiaries, to invest (or commit to invest) all or a portion of such Net Asset Sale Proceeds in long-term productive assets of the general type used in the business of the Borrower and its Subsidiaries within twelve (12) months of receipt thereof (or, if committed to be reinvested within such twelve (12) month period, within six (6) months of such twelve (12) month period); provided that with respect to any Net Asset Sale Proceeds from the sale of any Specified Property prior to the Third Amendment Effective Date, such permitted reinvestment period shall end on March 26, 2020. For the avoidance of doubt, any Net Asset Sale Proceeds not so invested during such twelve (12) month period (or, (x) in the case of commitments, within six (6) months of such twelve (12) month period and (y) in the case of Net Asset Sale Proceeds from the sale of any applicable Specified Property, by March 26, 2020) shall be required to be used to make a mandatory prepayment of the Loans on the Business Day after such period ends. Notwithstanding the foregoing provisions of this Section 2.10(a), the Net Asset Sale Proceeds of (I) any Specified Property sold after the Third Amendment Effective Date and (II) any Permitted Leaseback Transaction shall be excluded from the requirements of this Section 2.10(a) and shall instead be required to repay the Loans and applied in accordance with Section 2.10(c) of this Agreement.” (c) Section 2.10(c) of the Credit Agreement shall be restated in its entirety as follows: “(c) Proceeds of Sale and Leaseback Transaction; Specified Properties. Not later than two (2) Business Days after receipt of the Net Asset Sale Proceeds of any Permitted Leaseback Transaction or, to the extent sold after the Third Amendment Effective Date, any Specified Property, the Borrower shall apply such Net Asset Sale Proceeds as follows: (i) in the case of 2019 Leaseback Transactions made prior to the Third Amendment Effective Date, (A) the first $30,000,000 of Net Asset Sale Proceeds for all 2019 Leaseback Transactions shall be paid to the Administrative Agent, for the account of the Lenders, for application to the prepayment of the principal amount of the Loans, together with accrued interest thereon and the Prepayment Premium payable pursuant to Section 2.11; and (B) thereafter, any remaining Net Asset Sale Proceeds in an aggregate amount in 3

excess of $30,000,000 for all 2019 Leaseback Transactions, after giving effect to the payments specified in the foregoing clause (i)(A), shall be applied to repay Indebtedness under the ABL Credit Agreement; (ii) all Net Asset Sale Proceeds from Other Leaseback Transactions shall be paid to the Administrative Agent, for the account of the Lenders, for application to the prepayment of the principal amount of the Loans, together with accrued interest thereon and any Prepayment Premium applicable thereto; and (iii) all Net Asset Sale Proceeds from Specified Properties sold after the Third Amendment Effective Date shall be paid to the Administrative Agent, for the account of the Lenders, for application to the prepayment of the principal amount of the Loans, together with accrued interest thereon and any Prepayment Premium applicable thereto; provided that, notwithstanding the foregoing, with respect to the first $10,000,000 of Net Asset Sale Proceeds from Specified Properties received by the Borrower after March 27, 2020 (A) if, as of the date of receipt of any such Net Asset Sale Proceeds, the Specified Properties Payment Threshold is not satisfied, 100% of such Net Asset Sale Proceeds shall be used to repay Indebtedness under the ABL Credit Agreement, and (B) if, as of the date of receipt of any such Net Asset Sale Proceeds, the Specified Properties Payment Threshold is satisfied, 50% of such Net Asset Sale Proceeds shall be used to repay Indebtedness under the ABL Credit Agreement, with the remainder to be paid to the Administrative Agent, for the account of the Lenders, for application to the prepayment of the principal amount of the Loans, together with accrued interest thereon and any Prepayment Premium applicable thereto (and thereafter all such Net Asset Sale Proceeds in excess of $10,000,000 shall be paid to the Administrative Agent, for the account of the Lenders, for application to the prepayment of the principal amount of the Loans, together with accrued interest thereon and any Prepayment Premium applicable thereto).” (d) Clause (D) of Section 2.11 of the Credit Agreement shall be restated in its entirety as follows: “(D) for the first $50,925,000 of voluntary prepayments of the Loans under Section 2.9 and/or mandatory prepayments of the Loans under Section 2.10(a) or 2.10(c) made by 4

Borrower during the period commencing on the Third Amendment Effective Date and ending on March 27, 2020, the Applicable Make- Whole Amount component of the Prepayment Premium shall not apply to such prepayments and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium.” Section 3. Representations and Warranties. Each Credit Party represents and warrants to each Agent and the Lenders that, after giving effect to this Agreement, (a) the representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the other Credit Documents, are true and complete in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 4 to “this Agreement” included reference to the Credit Agreement after giving effect to this Agreement and (b) no Default or Event of Default has occurred and is continuing as of the date hereof. Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall each become effective, as of the date hereof (the “Fourth Amendment Effective Date”), upon satisfaction of the following conditions: (a) Execution. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors party to the Credit Agreement and Lenders party to the Credit Agreement constituting the Requisite Lenders. (b) Expenses. The Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Credit Documents on or prior to the date hereof, including all reasonable and documented out-of-pocket fees, charges and disbursements of Administrative Agent and counsel to Administrative Agent. (c) Repayment. The Borrower shall have made or, concurrently with the execution of this Agreement shall make, the prepayment of principal of the Loans in an aggregate amount not less than $27,194,646 required under Section 2.10(c)(ii) with respect to the Other Leaseback Transaction occurring on the date hereof, together with accrued and unpaid interest thereon (it being understood and agreed that the Borrower shall pay the applicable Prepayment Premium thereon to the Administrative Agent within two Business Days of the date hereof). Section 5. No Novation or Mutual Departure. The Borrower expressly acknowledges and agrees that there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any other Credit Document, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 hereof. 5

Section 6. Confirmation. Each Credit Party (a) confirms its obligations under the Collateral Documents, (b) confirms that its Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the pledges set forth in the Collateral Documents, (c) confirms that its Obligations under the Credit Agreement as modified hereby constitute “Secured Obligations” (as defined in the Collateral Documents) and (d) agrees that the Credit Agreement as modified hereby is the Credit Agreement under and for all purposes of the Collateral Documents. Each party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents. Each Guarantor (a) confirms its Guaranteed Obligations under the Credit Agreement, (b) confirms that the Guaranteed Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the guarantee set forth in Section 7 of the Credit Agreement and (c) confirms that the Obligations under the Credit Agreement as modified hereby constitute “Guaranteed Obligations”. Each Credit Party, by its execution of this Agreement, hereby confirms that the Guaranteed Obligations shall remain in full force and effect. Section 7. Miscellaneous. (a) This Agreement shall be limited as written and nothing herein shall be deemed to constitute an amendment or waiver of any other term, provision or condition of any of the Credit Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that any Lender or any Agent may now have or may in the future have under any of the Credit Documents. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. (b) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. (c) Each of the undersigned Lenders, by its execution hereof, authorizes and directs the Administrative Agent to execute and deliver this Agreement upon the 6

satisfaction of the conditions precedent described above (which shall be conclusively evidenced by such Lender’s execution hereof). (d) Each of the undersigned Lenders confirms the authority of the Administrative Agent and Collateral Agent to, and the Administrative Agent and Collateral Agent each agrees to, in each case without further written consent or authorization from any Secured Party, execute any documents or instruments necessary to release any Lien encumbering any item of Collateral that is the subject of a Permitted Leaseback Transaction permitted under the Credit Agreement (as amended hereby). [Signature pages follow] 7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BORROWER: BLUELINX HOLDINGS INC. By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer FOURTH AMENDMENT TO CREDIT AGREEMENT S-1

GUARANTORS: CEDAR CREEK HOLDINGS, INC. By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer BLUELINX CORPORATION By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer BLUELINX FLORIDA HOLDINGS NO.1 INC. BLUELINX FLORIDA HOLDINGS N O. 2 INC. CEDAR CREEK LLC CEDAR CREEK CORP. ASTRO BUILDINGS INC. LAKE STATES LUMBER, INC. VENTURE DEVELOPMENT & CONSTRUCTION, LLC By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer BLUELINX FLORIDA LP By: BlueLinx Florida Holdings No. 2 Inc., its General Partner By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer FOURTH AMENDMENT TO CREDIT AGREEMENT S-2

ABP AL (MIDFIELD) LLC ABP CO II (DENVER) LLC ABP FL (LAKE CITY) LLC ABP FL (PENSACOLA) LLC ABP FL (YULEE) 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 ME (PORTLAND) LLC ABP MI (GRAND RAPIDS) LLC ABP MN (MAPLE GROVE) LLC ABP MO (KANSAS CITY) LLC ABP MO (SPRINGFIELD) LLC ABP MO (BRIDGETON) LLC ABP MO (KANSAS CITY) LLC ABP NC (CHARLOTTE) LLC ABP NJ (DENVILLE) LLC ABP NY (YAPHANK) LLC ABP OH (TALMADGE) LLC ABP OK (TULSA) LLC ABP PA (STANTON) LLC ABP SC (CHARLESTON) LLC ABP TN (ERWIN) LLC ABP TN (MEMPHIS) LLC ABP TN (MADISON) LLC ABP TX (EL PASO) LLC ABP TX (HOUSTON) LLC ABP TX (LUBBOCK) LLC ABP TX (SAN ANTONIO) LLC ABP VA (RICHMOND) LLC ABP VT (SHELBURNE) LLC By: BlueLinx Holdings Inc., as Sole Manager By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer FOURTH AMENDMENT TO CREDIT AGREEMENT S-3

ADMINISTRATIVE AGENT: HPS INVESTMENT PARTNERS, LLC, as Administrative Agent By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-4

REQUISITE LENDERS: SPECIALTY LOAN FUND 2016, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-5

SPECIALTY LOAN ONTARIO FUND 2016, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-6

SPECIALTY LOAN FUND 2016-L, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-7

SLF 2016 INSTITUTIONAL HOLDINGS, L.P., as Lender By: HPS Investment Partners, LLC, its Service Provider By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-8

MORENO STREET DIRECT LENDING FUND, L.P., as Lender By: PS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-9

SPECIALTY LOAN VG FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-10

NDT SENIOR LOAN FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-11

AIGUILLES ROUGES SECTOR B INVESTMENT FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-12

FALCON CREDIT FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-13

RELIANCE STANDARD LIFE INSURANCE COMPANY, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-14

TMD-DL HOLDING, LLC, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-15

TOKIO MILLENNIUM RE AG, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-16

SPECIALTY LOAN FUND – CX – 2, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-17

CACTUS DIRECT LENDING FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-18

PRIVATE LOAN OPPORTUNITIES FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-19

RED CEDAR FUND 2016, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-20

PACIFIC INDEMNITY COMPANY, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-21

AXA EQUITABLE LIFE INSURANCE COMPANY, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FOURTH AMENDMENT TO CREDIT AGREEMENT S-22

EXHIBIT 10.3 FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT FIFTH AMENDMENT (this “Agreement”) dated as of February 28, 2020 among BlueLinx Holdings Inc. (the “Borrower”), the “Guarantors” referred to on the signature pages hereto, the Lenders executing this Agreement on the signature pages hereto and HPS INVESTMENT PARTNERS, LLC, in its capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below. WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to that certain Credit and Guaranty Agreement, dated as of April 13, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). WHEREAS, the Credit Parties, the Lenders party hereto constituting the Requisite Lenders and the Administrative Agent desire to amend the Credit Agreement on the terms set forth herein. NOW THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement, after giving effect to this Agreement, are used herein as defined therein. This Agreement shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents. Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, effective as of the Fifth Amendment Effective Date, Section 6.7 of the Credit Agreement is hereby amended by adding the following proviso at the end thereof: “; provided that this Section 6.7 and the requirements of this Section 6.7 shall not apply at any time that the outstanding principal balance of the Loans is less than $45,000,000.” Section 3. Representations and Warranties. Each Credit Party represents and warrants to each Agent and the Lenders that, after giving effect to this Agreement, (a) the representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the other Credit Documents, are true and complete in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 4 to “this Agreement” included reference to the Credit Agreement after giving effect to this Agreement and (b) no Default or Event of Default has occurred and is continuing as of the date hereof. Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall each become effective, as of the date hereof (the “Fifth Amendment Effective Date”), upon satisfaction of the following conditions: (a) Execution. The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower, the Guarantors party to the Credit Agreement and Lenders party to the Credit Agreement constituting the Requisite Lenders. (b) Expenses. The Borrower shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements due and payable under the Credit Documents on or

prior to the date hereof, including all reasonable and documented out-of-pocket fees, charges and disbursements of Administrative Agent and counsel to Administrative Agent. Section 5. No Novation or Mutual Departure. The Borrower expressly acknowledges and agrees that there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any other Credit Document, or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained in Section 2 hereof. Section 6. Confirmation. Each Credit Party (a) confirms its obligations under the Collateral Documents, (b) confirms that its Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the pledges set forth in the Collateral Documents, (c) confirms that its Obligations under the Credit Agreement as modified hereby constitute “Secured Obligations” (as defined in the Collateral Documents) and (d) agrees that the Credit Agreement as modified hereby is the Credit Agreement under and for all purposes of the Collateral Documents. Each party, by its execution of this Agreement, hereby confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents. Each Guarantor (a) confirms its Guaranteed Obligations under the Credit Agreement, (b) confirms that the Guaranteed Obligations under the Credit Agreement as modified hereby are entitled to the benefits of the guarantee set forth in Section 7 of the Credit Agreement and (c) confirms that the Obligations under the Credit Agreement as modified hereby constitute “Guaranteed Obligations”. Each Credit Party, by its execution of this Agreement, hereby confirms that the Guaranteed Obligations shall remain in full force and effect. Section 7. Miscellaneous. (a) This Agreement shall be limited as written and nothing herein shall be deemed to constitute an amendment or waiver of any other term, provision or condition of any of the Credit Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that any Lender or any Agent may now have or may in the future have under any of the Credit Documents. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. (b) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. (c) Each of the undersigned Lenders, by its execution hereof, authorizes and directs the Administrative Agent to execute and deliver this Agreement upon the satisfaction of the 2

conditions precedent described above (which shall be conclusively evidenced by such Lender’s execution hereof). [Signature pages follow] 3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. BORROWER: BLUELINX HOLDINGS INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary FIFTH AMENDMENT TO CREDIT AGREEMENT S-1

GUARANTORS: CEDAR CREEK HOLDINGS, INC. By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary BLUELINX CORPORATION By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary BLUELINX FLORIDA HOLDINGS NO.1 INC. BLUELINX FLORIDA HOLDINGS N O. 2 INC. CEDAR CREEK LLC CEDAR CREEK CORP. ASTRO BUILDINGS INC. LAKE STATES LUMBER, INC. VENTURE DEVELOPMENT & CONSTRUCTION, LLC By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary BLUELINX FLORIDA LP By: BlueLinx Florida Holdings No. 2 Inc., its General Partner By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary FIFTH AMENDMENT TO CREDIT AGREEMENT S-2

ABP AL (MIDFIELD) LLC ABP CO II (DENVER) LLC ABP FL (LAKE CITY) LLC ABP FL (PENSACOLA) LLC ABP FL (YULEE) 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 ME (PORTLAND) LLC ABP MI (GRAND RAPIDS) LLC ABP MN (MAPLE GROVE) LLC ABP MO (KANSAS CITY) LLC ABP MO (SPRINGFIELD) LLC ABP MO (BRIDGETON) LLC ABP MO (KANSAS CITY) LLC ABP NC (CHARLOTTE) LLC ABP NJ (DENVILLE) LLC ABP NY (YAPHANK) LLC ABP OH (TALMADGE) LLC ABP OK (TULSA) LLC ABP PA (STANTON) LLC ABP SC (CHARLESTON) LLC ABP TN (ERWIN) LLC ABP TN (MEMPHIS) LLC ABP TN (MADISON) LLC ABP TX (EL PASO) LLC ABP TX (HOUSTON) LLC ABP TX (LUBBOCK) LLC ABP TX (SAN ANTONIO) LLC ABP VA (RICHMOND) LLC ABP VT (SHELBURNE) LLC By: BlueLinx Holdings Inc., as Sole Manager By: /s/ Justin B. Heineman Name: Justin B. Heineman Title: Vice President and Corporate Secretary FIFTH AMENDMENT TO CREDIT AGREEMENT S-3

ADMINISTRATIVE AGENT: HPS INVESTMENT PARTNERS, LLC, as Administrative Agent By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-4

SPECIALTY LOAN ONTARIO FUND 2016, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-6

SPECIALTY LOAN FUND 2016-L, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-7

SLF 2016 INSTITUTIONAL HOLDINGS, L.P., as Lender By: HPS Investment Partners, LLC, its Service Provider By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-8

MORENO STREET DIRECT LENDING FUND, L.P., as Lender By: PS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-9

SPECIALTY LOAN VG FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-10

NDT SENIOR LOAN FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-11

FALCON CREDIT FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-13

TMD-DL HOLDING, LLC, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-15

TOKIO MILLENNIUM RE AG, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-16

SPECIALTY LOAN FUND – CX – 2, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-17

CACTUS DIRECT LENDING FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-18

PRIVATE LOAN OPPORTUNITIES FUND, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-19

RED CEDAR FUND 2016, L.P., as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-20

PACIFIC INDEMNITY COMPANY, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-21

AXA EQUITABLE LIFE INSURANCE COMPANY, as Lender By: HPS Investment Partners, LLC, its Investment Manager By: /s/ Vikas Keswani Name: Vikas Keswani Title: Managing Director FIFTH AMENDMENT TO CREDIT AGREEMENT S-22

EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of March 2, 2020, to be effective as of the Effective Date (as defined herein), between BLUELINX CORPORATION, a Georgia corporation (the “Company”), Kelly C. Janzen (“Executive”) and, as applicable, to BLUELINX HOLDINGS INC. (“BHI”). RECITALS: WHEREAS, the Executive agrees to provide services to BHI and the Company as their Chief Financial Officer, and BHI and the Company in return agree to provide certain compensation and benefits to Executive; and WHEREAS, the Company and Executive mutually desire to memorialize the terms of Executive’s employment as Chief Financial Officer of BHI and the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. Certain words or phrases with initial capital letters not otherwise defined herein are to have the meanings set forth in Section 8. 2. Employment. The Company shall employ Executive, and Executive accepts employment with the Company upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 5 (the “Employment Period”). For the purposes of this Agreement, the “Effective Date” shall be April 13, 2020. 3. Position and Duties. (a) During the Employment Period, Executive shall serve as Chief Financial Officer of BHI and the Company and shall have the normal duties, responsibilities and authority of an executive serving in such position, subject to the power of the Chief Executive Officer of BHI to provide oversight and direction with respect to such duties, responsibilities and authority, either generally or in specific instances. (b) During the Employment Period, Executive shall devote Executive’s reasonable best efforts and Executive’s full professional time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of BHI and the Company and their respective subsidiaries and affiliates. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s abilities in a diligent, trustworthy and business-like manner. However, (i) Executive may continue to serve as a member of the board of directors of the non-profit corporations on which she serves on the Effective Date and may become a member of the board of directors of any other non-profit corporations so long as doing so does not create a conflict of interest or interfere with her ability to execute her responsibilities hereunder, and (ii) Executive may, following the second anniversary of the Effective Date, become a member of the board of directors of any for-profit corporation so long as doing so does not create a conflict of interest or interfere with her ability to execute her responsibilities hereunder, and such

membership is approved in advance by the Nominating & Governance Committee of BHI’s Board of Directors. (c) Executive shall perform Executive’s duties and responsibilities from the Company’s headquarters office in the Atlanta, Georgia metropolitan area (the “Principal Office”). (d) Executive as the Chief Financial Officer of BHI shall report to the Chief Executive Officer of BHI; provided, however, consistent with such reporting relationships, Executive, to the extent required by applicable law or regulation or to the extent required by professional responsibility, nevertheless may provide information directly to the Board of Directors of both BHI and the Company. 4. Compensation and Benefits. (a) Salary. The Company agrees to pay Executive a salary during the Employment Period in installments (no less frequently than monthly) based on the Company’s payroll practices as may be in effect from time to time. The Executive’s salary is currently set at the rate of $475,000 (less applicable withholding and other customary payroll deductions) per year (“Base Salary”). The Base Salary may be increased at the sole discretion of the Compensation Committee of BHI’s Board of Directors, but there will not be any decrease in Executive’s Base Salary. (b) Signing Bonus. Executive will receive $50,000, less applicable payroll deductions, on the first payroll date following her commencement of employment. (c) Annual Bonus. Executive shall be eligible to receive an annual bonus, with the annual bonus target to be 80% of her then Base Salary (i.e., 80% upon achievement of annual “target” performance goals), with the “target” based upon satisfaction of performance goals and bonus criteria to be defined and approved by the Compensation Committee of BHI’s Board of Directors for each fiscal year. The Company shall pay any such annual bonus earned to Executive in accordance with the terms of the applicable bonus plan, but in no event later than March 15 of the calendar year following the calendar year in which such bonus is earned. For calendar year 2020, Executive’s annual bonus will be pro-rated to equal 75% of the 2020 bonus performance but will be no less than $285,000 (75% of her 2020 annual bonus target), and such amount shall be guaranteed regardless of actual performance as long as Executive remains employed through the date it is paid, which will be no later than March 15, 2021. (d) Long-Term Incentives. During the Employment Period, the Executive will be eligible to participate in long term incentive programs of the Company and BHI now or hereafter made available to similarly situated executives, in accordance with the provisions of the applicable plan, which may be amended from time to time, and as deemed appropriate by the Compensation Committee of BHI’s Board of Directors to be applicable to her position as the Chief Financial Officer. (e) Special Equity Grant. On, or within 5 business days following, the Effective Date, Executive shall be granted restricted stock units (“RSUs”) for 13,000 shares of BHI common stock, with half of such RSUs vesting on February 1, 2021, and the remaining half vesting on February 1, 2022. If the value of such RSUs on the grant date (determined using the volume 2

weighted average price over the 10 trading days prior to the grant date) is less than $200,000, Executive shall be paid an additional cash amount equal to the difference between $200,000 and the value of the RSUs, with such cash payment to be included with her first normal salary payment, less applicable payroll deductions. (f) Equity Awards. Executive shall receive an award of RSUs with a value equal to 100% of Executive’s Base Salary, which award shall be made at the time and substantially in the form and substance as 2020 equity awards granted to other direct reports of the Chief Executive Officer. Thereafter, annual awards of equity and rights to receive equity or equity equivalents under the long-term incentive plans of BHI shall be determined in the discretion of the Compensation Committee of the Board of Directors of BHI and shall be governed by the terms of the applicable plan. (g) Expense Reimbursement. The Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive during the Employment Period in the course of performing Executive’s duties under this Agreement in accordance with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses. (h) Vacation. Executive shall receive annual paid vacation in accordance with the Company’s vacation policy applicable to senior executives in the amount of four (4) weeks per year, prorated for partial years. (i) Executive Benefits Package. (i) Executive is entitled during the Employment Period to participate, on the same basis as the Company’s other senior executives, in the Company’s Standard Executive Benefits Package. The Company’s “Standard Executive Benefits Package” means those benefits (including insurance, vacation and other benefits, but excluding, except as hereinafter provided in Section 6, any broad-based severance pay program or policy of the Company) for which substantially all of the executives of the Company are from time to time generally eligible, as determined from time to time by the Board. (ii) The Company and BHI will maintain customary and appropriate Directors and Officers Liability Coverage for Executive during her Employment Period and for the 6-year period immediately following her Employment Period, and will afford Executive the Indemnification set forth in the Amended and Restated Bylaws of BHI, as may be amended from time to time. (j) Additional Compensation/Benefits. The Compensation Committee of BHI’s Board of Directors, with input from the Chief Executive Officer, will determine any compensation and benefits to be provided to Executive during the Employment Period by BHI or the Company in addition to the compensation and benefits set forth in this Agreement. (k) Disgorgement of Compensation. If BHI or the Company is required to prepare an accounting restatement due to material noncompliance by BHI or the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse the Company for (i) any bonus or other 3

incentive-based or equity-based compensation received by Executive from the Company (including such compensation payable in accordance with this Section 4 and Section 6) during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement, but only to the extent such compensation would not have been earned in accordance with such restated financials; and (ii) any profits realized by Executive from the improper or unlawful sale of BHI’s securities during that 12-month period. 5. Employment Period. (a) Subject to Section 5(b), the Employment Period will commence on the Effective Date and will continue until, and will end upon, the first anniversary of the Effective Date (the “Initial Term”). The Employment Period shall automatically be extended for successive one-year terms (each, a “Renewal Term”), unless the Company shall have given Executive written notice of non-extension at least ninety (90) calendar days prior to the expiration of the Initial Term or any Renewal Term. (b) Notwithstanding Section 5(a), the Employment Period and Executive’s employment will end upon the first to occur of any of the following events: (i) Executive’s death; (ii) the Company’s termination of Executive’s employment on account of Disability; (iii) the Company’s termination of Executive’s employment for Cause (a “Termination for Cause”); (iv) the Company’s termination of Executive’s employment (A) without Cause or (B) upon expiration of the Employment Period solely as a result of the Company’s non-renewal as provided in Section 5(a) (each, a “Termination without Cause”); (v) Executive’s termination of Executive’s employment for Good Reason (a “Termination for Good Reason”); (vi) Executive’s termination of Executive’s employment at any time for any reason other than Good Reason (a “Voluntary Termination”); or (vii) a Change in Control Termination. (c) Any termination of Executive’s employment under Section 5(b) (other than Section 5(b)(i)) must be communicated by a Notice of Termination delivered by the Company or Executive, as the case may be, to the other party. (d) Executive will be deemed to have waived any right to a Termination for Good Reason based on the occurrence or existence of a particular event or circumstance constituting Good Reason unless Executive delivers a Notice of Termination within forty-five (45) calendar days after the date Executive first becomes aware of such event or circumstance. 6. Post-Employment Period Payments. (a) Except as otherwise provided in Section 6(c) below, at the Date of Termination, Executive will be entitled to (i) any Base Salary that has accrued but is unpaid, any annual bonus that has been earned for the fiscal year prior to the year in which the Date of Termination occurs, but is unpaid, any properly reimbursable expenses that have been incurred but are unpaid, and any unexpired vacation days that have accrued under the Company’s vacation policy but are unused, as of the end of the Employment Period, which amount shall be paid in a lump sum in cash within thirty (30) calendar days of the Date of Termination, in accordance with the Reimbursement Rules, where applicable, (ii) any plan benefits accrued before the termination 4

plus the coverage described in Section 4(i)(ii) plus any benefits that by their terms extend beyond termination of Executive’s employment (but only to the extent provided in any such benefit plan in which Executive has participated as a Company employee and excluding, except as hereinafter provided in Section 6, any Company severance pay program or policy) and (iii) any benefits to which Executive is entitled in accordance with Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”). Except as specifically described in this Section 6(a) and in the succeeding subsections of this Section 6 (under the circumstances described in those succeeding subsections), from and after the Date of Termination, Executive shall cease to have any rights to salary, bonus, expense reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates. (b) If Executive’s employment terminates on account of Executive’s death or Disability, in addition to the payments contemplated in Section 6(a), the Company will pay Executive the compensation set forth in Section 6(c)(ii) below and will provide no further benefit and make no further payments to Executive except as contemplated in Section 6(a). If Executive’s employment terminates on account of Executive’s Voluntary Termination or Termination for Cause the Company will provide no further benefit and make no further payments to Executive except as contemplated in Section 6(a). (c) If Executive’s employment terminates on account of a Termination without Cause or a Termination for Good Reason, neither of which qualifies as a Change in Control Termination, subject to Section 6(e) below, Executive shall in addition to the benefits and payments described in Section 6(a) be entitled to the following: (i) The Company will pay Executive salary continuance at Executive’s regular base salary level of $475,000 (or any higher base salary level in effect on the Date of Termination), less applicable payroll deductions, for one year following the Date of Termination, through direct deposit to Executive’s currently designated bank account or any other bank account Executive may designate. These payments in the total gross amount of $475,000 (or any higher base salary level in effect at the time of Executive’s Date of Termination) shall be referred to herein as “Separation Pay.” Separation Pay will be paid on the Company’s normal payroll dates beginning on the first payroll date on or after the Date of Termination, provided that no amount will be paid until the first pay day following the Effective Date of this Agreement, at which time any missed payments will also be paid; (ii) a pro-rata portion of Executive’s annual bonus as set forth in Section 4(c) for the performance year in which Executive’s termination occurs (the “Pro-Rata Bonus Amount”). The Pro-Rata Bonus Amount shall be determined by multiplying the amount Executive would have received based upon performance had employment continued through the end of the performance year and the performance criteria had been achieved at target by a fraction, the numerator of which is the number of days Executive was employed by the Company during the performance year and the denominator of which is the total number of days in the performance year. Subject to delay if required under Section 11(a), the Pro-Rata Bonus Amount shall be paid in a lump sum, less applicable payroll deductions, no later than thirty (30) days after the Date of Termination; 5

(iii) continued participation in the Company’s medical and dental plans, on the same basis as active employees participate in such plans, until the earlier of (1) Executive’s eligibility for any such coverage under another employer’s medical or dental insurance plans or (2) the date that is one (1) year after the Date of Termination; except that in the event that participation in any such plan permitted only by Executive electing continued participation through COBRA, then assuming Executive timely makes such an election under COBRA, the Company shall reimburse Executive on a monthly basis in accordance with the Reimbursement Rules for any COBRA premiums paid by Executive (for Executive and her dependents). Executive agrees that the period of coverage under such plans (or the period of reimbursement if participation is through COBRA) shall count against the plans’ obligation to provide continuation coverage pursuant to COBRA; and (iv) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). (d) If Executive’s employment is terminated on account of a Change in Control Termination, subject to Section 6(e) below, Executive shall be entitled to the payments and benefits described in Section 6(c) except that: (i) the payment called for in Section 6(c)(i) shall be equal to two (2) times the Executive’s annual Base Salary in effect immediately prior to the Date of Termination, less applicable payroll deductions; (ii) the time period described in Section 6(c)(iii) shall be eighteen (18) months instead of one (1) year; and (iii) unless expressly provided otherwise to the contrary in any equity award agreement or plan, all unvested time-vested awards (whether to be settled in cash or stock) shall automatically vest and become non-forfeitable as of the date the Separation Agreement becomes irrevocable. (e) The Company shall have no obligation to make any of the payments, or deliver any of the benefits, in accordance with Section 6(c) (other than clause (iv) therein) or Section 6(d) if Executive declines to sign and return a Separation Agreement, or revokes the Separation Agreement or the Separation Agreement does not become effective, within the sixty (60) calendar days after the Date of Termination. Notwithstanding any other provision of this Agreement, any payments to be made, or benefits to be delivered, under this Agreement (other than the payments required to be made by the Company pursuant to Sections 6(a) and 6(c)(iv)) prior to Executive’s execution of the Separation Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same, within the 60-day period after the Date of Termination, shall be accumulated and paid in a lump sum or delivered after Executive’s execution of the Separation Agreement and the expiration of the applicable revocation period, without Executive having elected to revoke same, on the sixtieth (60th) day after the Date of Termination (except that, if such 60-day period spans more than one (1) calendar year, and the 6

payments or benefits constitute deferred compensation subject to Section 409A, the payments shall be paid, and the benefits delivered, in the subsequent calendar year). (f) Executive is not required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, and employment of Executive after Termination shall not reduce any payment or benefit provided for in this Agreement, except as described in Section 6(c)(iii). 7. Competitive Activity; Confidentiality; Non-solicitation. (a) Confidential Information and Trade Secrets. (i) The Executive shall hold in a fiduciary capacity for the benefit of the Company Group all Confidential Information and Trade Secrets. During and following her employment, the Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be required by law or legal process, use, communicate or divulge Confidential Information other than as necessary to perform her duties for the Company. If the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, except as necessary to perform her duties for the Company, during Executive’s employment and thereafter for the applicable period under the Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for himself or any other person or entity, without the express written consent of the Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law. Pursuant to the Defend Trade Secrets Act of 2016, Executive understands that: (i) An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (ii) further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. (ii) All files, records, documents, drawings, specifications, data, computer programs, customer or vendor lists, specific customer or vendor information, marketing techniques, business strategies, contract terms, pricing terms, discounts and management compensation of the Company, BHI or any of their respective subsidiaries and affiliates, whether prepared by the Executive in the course of her duties or otherwise coming into the Executive’s possession, shall remain the exclusive property of the Company, BHI or any of their respective subsidiaries and affiliates, and the Executive shall not remove any such items from the premises 7

of the Company, BHI or any of their respective subsidiaries and affiliates, except in furtherance of the Executive’s duties. (iii) It is understood that while employed by the Company, the Executive will promptly disclose to the Company in writing, and assign to the Company the Executive’s interest in any invention, improvement, copyrightable material or discovery made or conceived by the Executive, either alone or jointly with others, which arises out of the Executive’s employment (“Executive Invention”). At the Company’s request and expense, the Executive will reasonably assist the Company, BHI or any of their respective subsidiaries and affiliates during the period of the Executive’s employment by the Company and thereafter in connection with any controversy or legal proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other protection covering an Executive Invention. As a matter of record, Executive hereby states that she has provided below a list of all unpatented inventions in which Executive owns all or partial interest. Executive agrees not to assert any right against the Company, BHI or any of their respective subsidiaries and affiliates with respect to any invention which is not patented or which is not listed. (iv) As requested by the Company and at the Company’s expense, from time to time and upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates all copies and embodiments, in whatever form, of all Confidential Information in the Executive’s possession or within her control (including, but not limited to, memoranda, records, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of such material, including such information located on Executive’s personal mobile phone, tablet, or laptop computer. If requested by the Company, the Executive will provide the Company with written confirmation that all such materials have been delivered to the Company as provided herein. (v) This Section 7(a) is not intended to restrict or limit any of the protected rights contained in Section 20 of this Agreement in any way. (b) Non-Solicitation of Protected Customers. Executive understands and agrees that the relationship between the Company Group and each of its Protected Customers constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during her employment with the Company and for a period of two (2) years following the termination of the Executive’s employment for any reason, the Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer with which the Executive had contact while employed with the Company for the purpose of marketing, selling or providing to the Protected Customer any goods or services substantially similar to the goods or services provided by the Company Group. (c) Non-Solicitation of Employees. Executive understands and agrees that the relationship between the Company Group and each of its employees constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during her employment and for a period of two (2) years following the termination of 8

Executive’s employment for any reason, the Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit or induce, or attempt to solicit or induce, any employee of the Company Group to terminate her employment with the Company Group or, for a period of no more than six (6) months after a Company Group employee is no longer employed by any member of the Company Group, to enter into employment with any other Person that is in competition with the Company Group. (d) Non-Solicitation of Vendors. Executive understands and agrees that the relationship between the Company Group and each of its vendors constitutes a valuable asset of the Company Group and may not be converted to Executive’s own use. Executive hereby agrees that, during his employment with the Company and for a period of two (2) years following the termination of the Executive’s employment for any reason, the Executive shall not, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any other Person, solicit, divert, take away, or attempt to solicit, divert, or take away or induce, any existing or prospective vendor of any member of the Company Group to reduce, terminate or otherwise negatively alter its relationship with any member of the Company Group. (e) Non-Competition. During Executive’s employment and, if the Executive is terminated for any reason hereunder, for a period of two (2) years following the termination of the Executive’s employment (the “Restricted Period”), Executive shall not render services substantially the same as the services rendered by Executive to the Company Group to any Person that engages in or owns, invests in any material respect, operates, manages or controls any venture or enterprise which substantially engages or proposes to substantially engage in Competitive Services in the Restricted Territory. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to prohibit the ownership by Executive of not more than five percent (5%) of any class of securities of any corporation having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended. (f) Remedies: Specific Performance. The parties acknowledge and agree that the Executive’s breach of any of the restrictions set forth in this Section 7 will result in irreparable and continuing damage to the Company Group for which there may be no adequate remedy at law. The parties further agree and acknowledge that the Company, and each member of the Company Group, as applicable, shall be entitled to equitable relief, including specific performance and injunctive relief, as a remedy for any such breach and shall not be required to post bond in connection with obtaining such relief. Such equitable remedies shall be in addition to any and all remedies, including damages, available to the Company, or any member of the Company Group, as applicable, for such breaches by Executive. In addition, without limiting any of the foregoing remedies, and except as otherwise required by law, Executive shall not be entitled to any payments set forth in Section 6 hereof and shall be obligated to repay to the Company the after tax amount of any payments previously made pursuant to Section 6(b), (c) or (d) hereof if Executive commits a Material Breach of any of the covenants set forth in this Section 7 and fails to remedy or cure such Material Breach within fifteen (15) business days after her receipt of written notice thereof from the Company. Subject to and without waiver of Executive’s other rights and remedies, if BHI or the Company or any other member of the Company Group breaches its obligations to Executive under Section 4 or Section 6, the other covenants set forth in this Section 7 shall have no further force or effect. 9

(g) Communication of Section 7 Obligations. During Executive’s employment and for two (2) years thereafter, Executive will communicate her obligations under this Section 7 to any person, firm, association, partnership, corporation or other entity with which Executive accepts employment or is considering an offer of employment. (h) No Limitation. The Company’s rights under this Section 7 are in addition to, and not in lieu of, all other rights the Company may have at law or in equity to protect its confidential information, trade secrets and other proprietary interests. 8. Definitions. (a) “Cause” means: (i) Executive’s Material Breach of the duties and responsibilities of Executive or of any provision of this Agreement, provided, however, that Executive’s engagement in activities prohibited by Section 7 shall constitute Cause regardless of whether such engagement constitutes a Material Breach; (ii) Executive’s (x) conviction of a felony or (y) conviction of any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) if such misdemeanor causes or is likely to cause material damage to the property, business, or reputation of BHI or the Company or their respective subsidiaries and affiliates; (iii) acts of dishonesty by Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates; (iv) conduct by Executive in connection with her duties hereunder that is fraudulent, unlawful, or willful, and is also materially injurious to the Company, BHI, or their respective subsidiaries and affiliates; (v) Executive’s failure to cooperate fully, or failure to direct the persons subject to Executive’s management or direction to cooperate fully, with all corporate investigations or independent investigations by the Company, BHI or the BHI Board of Directors, all governmental investigations of the Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or its subsidiaries and affiliates) entered by a court of competent jurisdiction; or (vi) Executive’s material violation of BHI’s Code of Conduct (including as applicable to executive officers), or any successor codes. Notwithstanding the foregoing, no termination of the Executive’s employment shall be for Cause until (A) there shall have been delivered to the Executive a copy of a written notice setting forth the basis for such termination in reasonable detail (the “Cause Notice”) no later than forty- five (45) days after the Company first becomes aware of the facts allegedly constituting Cause, and (B) the Executive shall have been provided an opportunity to be heard in person by BHI’s Board of Directors (with the assistance of the Executive’s counsel if the Executive so desires) following receipt of the Cause Notice. No act, or failure to act, on the Executive’s part shall be 10

considered “willful” unless the Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that the Executive’s action or failure to act was in the best interests of the Company, BHI, or their respective subsidiaries and affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by BHI’s Board of Directors or the Board of Directors of the Company or based upon the advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of BHI and the Company. Any termination of the Executive’s employment by BHI or the Company under this Agreement shall be deemed to be a termination other than for Cause unless it meets all requirements of this Section 8(a). The Company may not rely on any evidence allegedly supporting “Cause” unless such evidence is disclosed to Executive in the Cause Notice. In addition, if a court of competent jurisdiction later determines that the reason(s) set forth by the Company in the Cause Notice are improper or otherwise do not meet the definition of Cause set forth in this Section 8(a), the damages to which Executive will be entitled shall be equal to the amounts that would have been paid to Executive had Executive been terminated by the Company without Cause, plus reasonable attorneys’ fees, costs, expenses, and prejudgment interest; provided, however, if a court of competent jurisdiction determines that the reason(s) set forth by the Company in the Cause Notice are proper or otherwise meet the definition of Cause set forth in this Section 8(a), Executive shall reimburse the Company for reasonable attorneys’ fees, costs and expenses incurred by the Company in connection with such lawsuit. Finally, Executive shall have thirty (30) calendar days following receipt of the Cause Notice to address and “cure” any act or omission which might provide the basis for a termination for “Cause” and, if cured within such 30-day period, such acts or omissions shall not provide the basis for a termination for “Cause”. Notwithstanding anything in this Section 8(a) to the contrary, in the event the Company is precluded from providing the Cause Notice due to applicable law or regulation, or an ongoing internal investigation that would be compromised by providing the Cause Notice, the Company shall provide the Cause Notice within ten (10) business days after such impediment to providing the Cause Notice no longer exists. (b) “Change in Control” means any of the following events: (i) The acquisition by any individual, entity, or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of fifty percent (50%) or more of either: (i) the then outstanding shares of common stock of BHI (the “Outstanding BHI Common Stock”), or (ii) the combined voting power of the then outstanding securities of BHI entitled to vote generally in the election of directors (the “Outstanding BHI Voting Securities”); excluding, however, the following: (A) any acquisition directly from BHI (excluding any acquisition resulting from the exercise of an exercise, conversion, or exchange privilege unless the security being so exercised, converted, or exchanged was acquired directly from BHI); (B) any acquisition by BHI; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (x), (y), and (z) of Section 8(b)(iii); (ii) Individuals who, as of the Effective Date, constitute the Board of Directors of BHI (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of BHI subsequent to the 11

Effective Date whose election, or nomination for election by BHI’ s stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of BHI as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors of BHI shall not be deemed a member of the Incumbent Board; (iii) Consummation of a reorganization, merger, or consolidation of BHI or sale or other disposition of all or substantially all of the assets of BHI (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which: (x) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns BHI or all or substantially all of BHI’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding BHI Common Stock and the Outstanding BHI Voting Securities, as the case may be; (y) no Person (other than BHI; any employee benefit plan (or related trust) sponsored or maintained by BHI or any corporation controlled by BHI; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, thirty percent (30%) or more of the Outstanding BHI Common Stock or the Outstanding BHI Voting Securities, as the case may be) will beneficially own, directly or indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors; and (z) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or (iv) Approval by the stockholders of BHI of a plan of complete liquidation or dissolution of BHI. (c) “Change in Control Termination” means termination of Executive’s employment by the Company as a result of a Termination without Cause or by Executive as a result of a Termination for Good Reason either within (i) twenty-four (24) calendar months following a Change in Control or (ii) prior to a Change in Control if Executive’s termination was either a condition of the Change in Control or was at the request or insistence of a Person (other than BHI or the Company) related to the Change in Control. (d) “Code” means the Internal Revenue Code of 1986, as amended. (e) “Company Group” means the Company, BHI, and each of their respective wholly-owned subsidiaries and affiliates. 12

(f) “Competitive Services” means selling, marketing, manufacturing or distributing products and/or services that are substantially similar to any of those sold, marketed, distributed, furnished or supplied by the Company during the term of Executive’s employment with the Company. (g) “Confidential Information” means knowledge or data relating to the Company Group that is not generally known to persons not employed or otherwise engaged by the Company Group, is not generally disclosed by the Company Group, and is the subject of reasonable efforts to keep it confidential. Confidential Information includes, but is not limited to, information regarding product or service cost or pricing, information regarding personnel allocation or organizational structure, information regarding the business operations or financial performance of the Company Group, sales and marketing plans, and strategic initiatives (independent or collaborative), information regarding existing or proposed methods of operation, current and future development and expansion or contraction plans, sale/acquisition plans and non- public information concerning the legal or financial affairs of the Company Group. Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company Group. This definition is not intended to limit any definition of confidential information or any equivalent term under applicable federal, state or local law. (h) “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Disability, thirty (30) calendar days after the Company gives Notice of Termination to Executive (provided that Executive has not returned to the performance of Executive’s duties on a full-time basis during this 30-day period), (ii) if Executive’s employment is terminated by Executive for Good Reason, the date specified in the Notice of Termination (but in no event prior to thirty (30) calendar days following the delivery of the Notice of Termination or more than sixty (60) calendar days following the delivery of the Notice of Termination), (iii) if Executive’s employment is terminated by Executive for any reason other than Good Reason, the date on which a Notice of Termination is given to the Company; and (iv) if Executive’s employment is terminated by the Company for any other reason, the date on which a Notice of Termination is given (except as a result of non-renewal by the Company as provided in Section 5(a), in which event the Date of Termination will be the date of the expiration of the Initial Term or the Renewal Term, as applicable). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A of the Code (“Section 409A”) upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. (i) “Disability” means the determination (1) by the Company, in accordance with applicable law, based on information provided by a physician selected by the Company or its insurers and reasonably acceptable to Executive or Executive’s legal representative that, as a result of a physical or mental injury or illness, Executive has been unable to perform the essential functions of her job with or without reasonable accommodation for a period of (i) ninety (90) consecutive calendar days or (ii) one hundred eighty (180) calendar days in any one-year period or (2) that Executive is currently eligible to receive long-term disability benefits under the long- term disability plan maintained by BHI or the Company in which Executive is a participant. Notwithstanding the foregoing, in the event that as a result of absence because of mental or 13

physical incapacity the Executive incurs a “separation from service” within the meaning of the term under Section 409A, the Executive shall on such date automatically be terminated from employment because of Disability. (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (k) “Good Reason” means, without the consent of Executive, (A) any material diminution in Executive’s authority, duties or responsibilities that is caused by the Company (it being understood that changes to reporting structure affecting Executive shall not be deemed a material diminution of authority, duties or responsibilities so long as Executive’s responsibilities remain materially consistent with those of Chief Financial Officers of similarly-sized companies); (B) a material reduction by the Company of Executive’s Base Salary or the target bonus percentage as set forth in Section 4(c) herein; (C) the Company’s requiring Executive to be based at any office or location which is a material change in geographic location from the Principal Office as described in Section 3(c); or (D) any material violation or non-performance by BHI or the Company of the terms of this Agreement, which shall include the Company knowingly requiring Executive to perform any act or omit to perform any act, the performance or omission to perform would constitute a violation of law. Notwithstanding the foregoing, “Good Reason” shall not be deemed to exist for purposes of (A) through (D) if the event or circumstance that constitutes “Good Reason” is rescinded or remedied by BHI or the Company to the reasonable satisfaction of Executive within thirty (30) days after receipt of a Notice of Termination. (l) “Material Breach” means an intentional act or omission by Executive which constitutes substantial non-performance of Executive’s obligations under this Agreement and causes material damage to the Company. (m) “Notice of Termination” means a written notice that indicates those specific termination provisions in this Agreement relied upon and that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. For purposes of this Agreement, no purported termination by either party is to be effective without a Notice of Termination. (n) “Person” means: any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise. (o) “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant. (p) “Protected Customers” means any then-existing customer to whom the Company Group sold its products or services at any time during Executive’s employment and with respect to whom Executive either (i) had business dealings on behalf of the Company Group; or (ii) supervised or coordinated the dealings between the Company Group and the customer. (q) “Reimbursement Rules” means the requirement that any amount of expenses eligible for reimbursement under this Agreement be made (i) in accordance with the reimbursement payment date set forth in the applicable provision of the Agreement providing for the reimbursement or (ii) where the applicable provision does not provide for a reimbursement 14

date, thirty (30) calendar days following the date on which Executive incurs the expense, but, in each case, no later than December 31 of the year following the year in which the Executive incurs the related expenses; provided, that in no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (r) “Restricted Territory” means continental United States of America. (s) “Separation Agreement” means a separation agreement in which the Company and Executive describe their obligations, as provided in this Agreement, to each other following Executive’s departure from the Company and which includes, without limitation, an agreement by Executive not to disparage, and a release by the Executive of claims against, the Company, its subsidiaries and affiliates, and their officers and directors, and such other terms to which Executive and Company agree. (t) “Trade Secrets” means all secret, proprietary or confidential information regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761. 9. Executive Representations. Executive represents to the Company that (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound and (b) upon the execution and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Executive, enforceable in accordance with its terms. 10. Withholding of Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold under any applicable law, regulation or ruling. 11. Section 409A. (a) Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of her separation from service (within the meaning of Section 409A) and if any portion of the payments or benefits to be received by the Executive upon separation from service would be considered deferred compensation under Section 409A (that does not qualify for an exemption from Section 409A), any such deferred compensation amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Executive’s separation from service (the “Delayed Payments”) and any such benefits that would be deferred compensation and that would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”) during the six-month period immediately following the Executive’s separation from service (such period, the “Delay Period”) shall instead be paid or made available on the earlier of (i) the first business day following the six-month anniversary of the date of the Executive’s separation from service or (ii) Executive’s death (the applicable date, the “Permissible Payment Date”). The Company shall also reimburse the Executive for the after- 15

tax cost incurred by the Executive in independently obtaining any Delayed Benefits in accordance with the Reimbursement Rules (the “Additional Delayed Payments”). (b) With respect to any amount of expenses eligible for reimbursement under Section 6(a), such expenses shall be reimbursed by the Company within thirty (30) calendar days following the date on which the Company receives the applicable invoice from the Executive but in no event later than December 31 of the year following the year in which the Executive incurs the related expenses; provided, that with respect to reimbursement relating to the Additional Delayed Payments, such reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. (c) Each payment under this Agreement shall be considered a “separate payment” and not of a series of payments for purposes of Section 409A. (d) Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus 2%, which accumulated interest shall be paid to the Executive on the Permissible Payment Date. 12. Excess Parachute Payments. (a) In the event that it shall be determined, based upon the advice of the independent public accountants for BHI or the Company (the “Accountants”), that any payment, benefit or distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a “Payment”) constitute “parachute payments” under Section 280G(b)(2) of the Code, as amended, then, if the aggregate present value of all such Payments (collectively, the “Parachute Amount”) exceeds 2.99 times the Executive’s “base amount”, as defined in Section 280G(h)(3) of the Code (the “Executive Base Amount”), the amounts constituting “parachute payments” which would otherwise be payable to or for the benefit of Executive shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive Base Amount (the “Reduced Amount”); provided that such amounts shall not be so reduced if the Executive determines, based upon the advice of the Accountants, that without such reduction Executive would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after tax basis, that the Executive would be entitled to retain upon her receipt of the Reduced Amount. (b) If the determination made pursuant to clause (a) of this Section 12 results in a reduction of the payments that would otherwise be paid to Executive except for the application of clause (a) of this Section 12, each particular entitlement of Executive shall be eliminated or reduced as follows: (i) first all cash payments, pro rata; and then (ii) all remaining benefits, pro rata. Within any of these categories, a reduction shall occur first with respect to amounts that are not deemed to constitute a “deferral of compensation” within the meaning of and subject to Code Section 409A (“Nonqualified Deferred Compensation”) and then with respect to amounts that are treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to 16

the payments in the reverse order in which they would otherwise be made, that is, later payments shall be reduced before earlier payments. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made under clause (a) of this Section 12 (“Overpayment”) or that additional payments which are not made by the Company pursuant to clause (a) of this Section 12 should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made and that repayment will eliminate any excise tax otherwise due under Section 4999 of the Code, any such Overpayment shall be repaid by Executive to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. 13. Successors and Assigns. This Agreement is to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by the Company of all of its rights and obligations under this Agreement to any successor to the Company by merger or consolidation or purchase of all or substantially all of the Company’s assets, provided that the transferee or successor assumes the Company’s liabilities under this Agreement by agreement in form and substance reasonably satisfactory to Executive. 14. Survival. Subject to any limits on applicability contained therein, Section 7 will survive and continue in full force in accordance with its terms notwithstanding any termination of the Employment Period. 15. Choice of Law. This Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia. 16. Severability. Whenever possible, each provision of this Agreement is to be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Agreement is to be reformed, construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein. 17. Notices. Any notice provided for in this Agreement is to be in writing and is to be either personally delivered, sent by reputable overnight carrier or mailed by first class mail, return receipt requested, to the recipient at the address indicated as follows: 17

Notices to Executive: To the address listed in the personnel records of the Company. Notices to the Company: BlueLinx Corporation 1950 Spectrum Circle, Suite 300 Marietta, Georgia 30067 Attention: Legal Department Facsimile: (770) 953-7008 or any other address or to the attention of any other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement is to be deemed to have been given when so delivered, sent or mailed. 18. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding effect or enforceability of this Agreement. 19. Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way. 20. Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, nor does this Agreement impact or limit Executive’s eligibility to receive an award for information provided to any Government Agencies. 21. Counterparts. This Agreement may be executed in separate counterparts, each of which is to be deemed to be an original and all of which taken together are to constitute one and the same agreement. 18

The parties are signing this Agreement as of the date first set forth above, to be effective as of the Effective Date. BLUELINX CORPORATION By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: Chief Executive Officer and President EXECUTIVE /s/ Kelly C. Janzen Kelly C. Janzen BLUELINX HOLDINGS INC. By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: Chief Executive Officer and President LIST OF UNPATENTED INVENTIONS Executive represents that she has no such inventions by initialing below next to the word “NONE.” NONE: 19

EXHIBIT 10.5 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into this 9th day of March, 2020, by and between SUSAN C. O’FARRELL (“Executive”) and BLUELINX CORPORATION, a Georgia corporation (“Company”), on its own behalf and on behalf of its parent, subsidiaries and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, agents and employees. The term “Company,” when used in this Agreement, includes its parent, subsidiaries or affiliates (including specifically BlueLinx Holdings Inc. (“BHI”)) and their respective predecessors, successors, assigns, representatives, past or present officers, directors, agents or employees. Executive and Company are sometimes hereinafter referred to together as the “Parties” and individually as a “Party.” BACKGROUND: A. Executive is employed as the Senior Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer of Company. B. The Employment Agreement between Executive and Company dated May 5, 2014, as subsequently amended (the “Employment Agreement”), and Executive’s employment with Company will terminate in all capacities effective as of the Termination Date (as defined below). C. Company and Executive wish to avoid any disputes which could arise under the Employment Agreement and have therefore compromised any claims or rights they have or may have by agreeing to the terms of this Agreement. NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: 1. Termination of Employment. Executive’s last day of employment with Company will be April 12, 2020 (the “Termination Date”). Effective as of the Termination Date, Executive will cease to serve as the Senior Vice President, Chief Financial Officer, Treasurer and Principal Accounting Officer of Company, but between the date of this Agreement and the Termination Date, Executive will continue to remain employed with Company in her current role, and will, in addition to her regular duties, provide transition services to any newly appointed Chief Financial Officer, as reasonably requested by Company. If Executive voluntarily terminates her employment or Company terminates Executive’s employment before the stated Termination Date as a result of unsatisfactory performance, the Termination Date shall be deemed to be the date of such actual, earlier termination. Executive’s employment with Company, and all other positions and offices with Company held by Executive on the Termination Date, shall be deemed to have ended effective as of the Termination Date, and all benefits, privileges and authorities related to Executive’s employment and services with Company ceased as of the Termination Date, except as otherwise specifically set forth in this Agreement. Executive’s Initials _____ Page 1

EXHIBIT 10.5 2. Interpretation of Agreement. The Parties agree that their entry into this Agreement is not and shall not be construed to be an admission of liability or wrongdoing on the part of either Party. 3. Future Cooperation. Executive agrees that, notwithstanding the termination of Executive’s employment on the Termination Date: (a) Executive, upon reasonable notice, will make herself reasonably available to Company for a period of two (2) months after the Termination Date for the purposes of: (i) providing information regarding the projects and files on which Executive worked for the purpose of transition, and (ii) providing information regarding any other matter, file, project, customer and/or client with whom or with respect to which Executive was involved while employed by, or providing services to, Company; and (b) Executive, upon reasonable notice, will make herself reasonably available and provide information as to any matter as to which she has knowledge or with respect to which she was involved and which is or becomes the subject of litigation or other dispute, investigation or inquiry by any governmental organization or entity, or accounting-related inquiry. 4. Consideration. (a) In consideration of Executive’s termination of employment, Executive’s full release of Company from any and all Claims as described below, and Executive’s agreement to perform the other duties and obligations of Executive contained herein, Company will, subject to ordinary and lawful deductions and Sections 4(b) and (c) below: (i) Pay to Executive a lump sum amount equal to Four Hundred Seventy-Five Thousand Dollars ($475,000) (the “Severance Amount”), to be paid less applicable withholdings no later than ten (10) business days after the Termination Date; (ii) Pay to Executive a pro rata target bonus (the “Pro-Rata Bonus Amount”) equal to Seventy-Seven Thousand Eight Hundred Five Dollars ($77,805), which equals the target bonus that would be payable to Executive under the terms of Company’s annual bonus plan for calendar year 2020, multiplied by 25.2% (92 days/365 days). The Pro-Rata Bonus Amount shall be paid in cash, with such amount, less applicable withholdings, paid no later than ten (10) business days after the Termination Date; (iii) (a) Vest and make non-forfeitable all time-based restricted stock units granted in 2018 on the Release Effective Date, (b) ensure that all performance-based restricted stock units granted in 2018 will continue to vest and become non-forfeitable based on the actual performance of Company, in the same manner and at the same time as if Executive remained employed by Company, (c) ensure that Three Thousand Nine Hundred Fifty-Nine (3,959) of the shares awarded as time-based restricted stock units granted in 2019 (i.e., one third (1/3) of the total of such restricted stock unit award) will continue to vest and become non-forfeitable on June 7, 2020 (i.e., in the same manner and at the same time as of Executive remained employed by Company), and that the remainder of such time-based restricted stock units granted in 2019 will be forfeited on the Termination Date, and (d) ensure that all performance-based restricted stock units granted in 2019 will be forfeited on the Termination Date; and Executive’s Initials _____ Page 2

EXHIBIT 10.5 (iv) Provide continued participation in Company’s medical and dental plans, on the same basis as active employees participate in such plans, until the earlier of (a) Executive’s eligibility for any such coverage under another employer’s medical or dental insurance plans or (b) the date that is one (1) year after the Termination Date; except that (x) in the event that participation in any such plan is barred, Company shall reimburse Executive on a monthly basis for any premiums paid by Executive to obtain benefits (for Executive and her dependents) equivalent to the benefits she is entitled to receive under the Company’s benefit plans, and Executive agrees that the period of coverage under such plans (or the period of reimbursement if participation is barred) shall count against the plans’ obligation to provide continuation coverage pursuant to COBRA, and (y) for the avoidance of doubt, Company shall not be obligated to pay, or reimburse Executive, for any such benefits in excess of the portion of the related premium that Company would be required to pay for such benefits for an active employee). (b) Notwithstanding anything else contained herein to the contrary, no payments shall be made or benefits delivered under this Agreement (other than payments required to be made by Company pursuant to Section 5 below) unless, (i) within twenty-one (21) days of the date of this Agreement, Executive has signed and delivered to Company a Release in the form attached hereto as Exhibit A (the “Initial Release”), and Executive does not revoke such Initial Release during the applicable revocation period, and (ii) within thirty (30) days after the Termination Date, (x) Executive has signed and delivered to Company another Release in the form attached hereto as Exhibit A (the “Release”), which has been signed by Executive no earlier than the Termination Date; and (y) the applicable revocation period under the Release has expired without Executive having elected to revoke the Release. The Release shall be effective as of the day following the expiration of the applicable revocation period without Executive having elected to revoke the Release (the “Release Effective Date”). Executive agrees and acknowledges that she would not be entitled to the consideration described herein absent execution of the Release and expiration of the applicable revocation period without Executive having revoked the Release. Any payments to be made, or benefits to be delivered, under this Agreement within the period after the Termination Date and prior to the Release Effective Date shall be accumulated and paid in a lump sum, on the first regular payroll date occurring after the Release Effective Date. (c) As a further condition to receipt of the payments and benefits in Section 4(a) above, Executive also waives any and all rights to any other amounts payable to her upon the termination of her employment relationship with Company, other than those specifically set forth in this Agreement, including without limitation any severance, notice rights, payments, benefits and other amounts to which Executive may be entitled under the laws of any jurisdiction and/or her Employment Agreement, and Executive agrees not to pursue or claim any of the payments, benefits or rights set forth therein. (d) If Company is required to prepare an accounting restatement due to material noncompliance by Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, to the extent required by law, Executive will reimburse Company for: (i) any bonus or other incentive-based or equity-based compensation received by Executive from Company (including such compensation payable in accordance with this Section 4 and Section 5) during the 12-month period following the first public issuance or filing with the Executive’s Initials _____ Page 3

EXHIBIT 10.5 Securities and Exchange Commission (whichever first occurs) of the financial document embodying that financial reporting requirement; and (ii) any profits realized by Executive from the sale of Company securities during that 12-month period. 5. Other Benefits. (a) Nothing in this Agreement or the Release shall: (i) alter or reduce any vested, accrued benefits (if any) Executive may be entitled to receive under any 401(k) plan established by Company; or (ii) affect Executive’s right to elect and pay for continuation of Executive’s health insurance coverage pursuant to COBRA. (b) The Company shall pay Executive: (i) any base salary that accrues through the Termination Date and is unpaid as of the Termination Date; (ii) Executive’s 401(k) match for 2019 to the extent it is not paid prior to the Termination Date; and (iii) any reimbursable expenses that Executive incurs before the Termination Date but are unpaid as of the Termination Date (subject to Company’s expense reimbursement policy). (c) Executive acknowledges that no annual bonus was earned for fiscal year 2019, and that Executive shall not be reimbursed or paid for any accrued but unexpired vacation days that are unused as of the Termination Date. (d) Company shall continue to provide Executive with customary and appropriate Directors and Officers Liability Coverage for six (6) years following the Termination Date as required by Section 4(g)(ii) of the Employment Agreement. 6. Competitive Activity; Confidentiality; Non-Solicitation. (a) The Parties acknowledge and agree that, except as specifically set forth below, Section 7 of the Employment Agreement (and any related definitions) survive the termination of the Employment Agreement and the termination of Executive’s employment and are incorporated into this Agreement by reference. The Parties hereby agree to continue to abide by the obligations in Section 7 of the Employment Agreement as amended hereby. (b) Confidential Information and Trade Secrets. Section 7(a)(i) of the Employment Agreement is hereby amended and restated as follows: “(i) Executive shall hold in a fiduciary capacity for the benefit of Company all Confidential Information and Trade Secrets. During Executive’s Executive’s Initials _____ Page 4

EXHIBIT 10.5 employment and thereafter for any reason, Executive shall not, without the prior written consent of Company or as may otherwise be required by law or legal process, use, communicate or divulge Confidential Information other than as necessary to perform Executive’s duties for Company; provided, however, that if the Confidential Information is deemed a trade secret under Georgia law, then the period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws in effect at the time of Executive’s termination. In addition, except as necessary to perform Executive’s duties for Company, during Executive’s employment and thereafter for the applicable period under the Georgia Trade Secret laws in effect at the time of Executive’s termination, Executive will not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and will not, directly or indirectly, make use of any Trade Secrets, for himself or herself or any other person or entity, without the express written consent of Company. This provision will apply for so long as a particular Trade Secret retains its status as a trade secret under applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any protection provided to any such information under any applicable federal, state or local law. Pursuant to the Defend Trade Secrets Act of 2016, Executive understands that: An individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.” (c) Definitions. For purposes of this Agreement (including Section 6(b) hereof), the following capitalized terms shall have the following meanings. “Confidential Information” means knowledge or data relating to Company that is not generally known to persons not employed or otherwise engaged by Company, is not generally disclosed by Company, and is the subject of reasonable efforts to keep it confidential. Confidential Information includes, but is not limited to, information regarding product or service cost or pricing, information regarding personnel allocation or organizational structure, information regarding the business operations or financial performance of Company, sales and marketing plans, and strategic initiatives (independent or collaborative), information regarding existing or proposed methods of operation, current and future development and expansion or contraction plans, sale/acquisition plans and non-public information concerning the legal or financial affairs of Company. Executive’s Initials _____ Page 5

EXHIBIT 10.5 Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Company. This definition is not intended to limit any definition of confidential information or any equivalent term under applicable federal, state or local law. “Person” means: any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise. “Trade Secrets” means all secret, proprietary or confidential information regarding Company, BHI or any of their respective subsidiaries and affiliates or that meets the definition of “trade secrets” within the meaning set forth in O.C.G.A. § 10-1-761. 7. Construction of Agreement and Venue for Disputes. This Agreement shall be deemed to have been jointly drafted by the Parties and shall not be construed against either Party. This Agreement shall be governed by the law of the State of Georgia, and the Parties agree that any actions arising out of or relating to this Agreement or Executive’s employment with Company must be brought exclusively in either the United States District Court for the Northern District of Georgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency of any proceeding, either Party shall be entitled to injunctive relief in a state or federal court located in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent to personal jurisdiction and venue solely within these forums and solely in Cobb County, Georgia and waive all otherwise possible objections thereto. The existence of any claim or cause of action by Executive against Company, including any dispute relating to the termination of Executive’s employment or under this Agreement, shall not constitute a defense to enforcement of said covenants by injunction. 8. Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. 9. No Reliance Upon Other Statements. This Agreement is entered into without reliance upon any statement or representation of any Party hereto or any Party hereby released other than the statements and representations contained in writing in this Agreement (including all Exhibits hereto). 10. Entire Agreement. This Agreement, including all Exhibits hereto (which are incorporated herein by this reference), contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either Party hereto unless confirmed in writing. This Agreement may not be modified or amended, except by a writing executed by both Parties hereto. No waiver by either Party hereto of any term or provision of this Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. Notwithstanding the foregoing, the Employment Agreement will remain in effect until Executive’s Initials _____ Page 6

EXHIBIT 10.5 the Termination Date to the extent the terms of the Employment Agreement are not inconsistent with the terms of this Agreement and, if inconsistent, the terms of this Agreement will control. 11. Further Assurance. Upon the reasonable request of the other Party, each Party hereto agrees to take any and all actions, including, without limitation, the execution of certificates, documents or instruments, necessary or appropriate to give effect to the terms and conditions set forth in this Agreement. 12. No Assignment. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect. 13. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, representatives, successors and permitted assigns. 14. Indemnification. Company understands and agrees that any indemnification obligations under its governing documents or the indemnification agreement between Company and Executive with respect to Executive’s service as an officer of Company remain in effect and survive the termination of Executive’s employment under this Agreement as set forth in such governing documents or indemnification agreement. 15. Nonqualified Deferred Compensation. (a) Any payment or benefit provided pursuant to or in connection with this Agreement is intended to comply with the “short term deferral” exception from Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision) or the “separation pay plan” exception specified in Treas. Reg. § 1.409A-1(b)(9) (or any successor provision), or both of them, and shall be interpreted in a manner consistent with the applicable exceptions. If any payment or benefit provided pursuant to or in connection with this Agreement is considered to be deferred compensation subject to Section 409A, it shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Executive and Company agree that Executive’s termination of employment is an involuntary separation from service under Section 409A. (b) Neither Company nor Executive shall take any action to accelerate or delay the payment of any monies and/or provision of any benefits in any manner which would not be in compliance with Section 409A (including any transition or grandfather rules thereunder). (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i), any payments or benefits provided pursuant to or in connection with Executive’s “Separation from Service” (as determined for purposes of Section 409A) that constitute deferred compensation subject to Section 409A shall not be made until the earlier of (i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A. Payments otherwise due to be made in installments or periodically during the 409A Deferral Period (“Delayed Payments”) shall be accumulated and paid in a lump Executive’s Initials _____ Page 7

EXHIBIT 10.5 sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. Any such benefits subject to the rule may be provided under the 409A Deferral Period at Executive’s expense, with Executive having a right to reimbursement from Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Section 409A. (e) Notwithstanding any other provision of this Agreement, Company shall not be liable to Executive if any payment or benefit which is to be provided pursuant to this Agreement and which is considered deferred compensation subject to Section 409A otherwise fails to comply with, or be exempt from, the requirements of Section 409A. Executive shall be solely responsible for the tax consequences with respect to any payment or benefit provided pursuant to or in connection with this Agreement, and in no event shall Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A. 16. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, with the same effect as if the Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument, with original signature, photocopy signature, fax signature, or electronic signature permitted and accepted. 17. Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, nor does this Agreement impact or limit Executive’s eligibility to receive an award for information provided to any Government Agencies. [signatures on following page] Executive’s Initials _____ Page 8

EXHIBIT 10.5 IN WITNESS WHEREOF, the Parties have executed, or caused their duly authorized representatives to execute, this Agreement as of the day and year first above written. “Executive” /s/ Susan O’Farrell Susan O’Farrell “Company” BLUELINX CORPORATION By: /s/ Mitchell B. Lewis Name: Mitchell B. Lewis Title: President and Chief Executive Officer Executive’s Initials _____ Page 9

EXHIBIT 10.5 EXHIBIT A RELEASE In consideration for the undertakings and promises set forth in that certain Separation Agreement, dated as of March 9, 2020 (the “Agreement”), between SUSAN O’FARRELL (“Executive”) and BLUELINX CORPORATION (“Company”), the terms of which are incorporated herein by reference, Executive (on behalf of herself and her heirs, assigns and successors in interest) unconditionally releases, discharges, and holds harmless Company and its parent and current and former subsidiaries and affiliates and their respective current and former officers, directors, employees, agents, insurers, benefit plans, assigns and successors in interest (collectively, “Releasees”) from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any claims which may be derived therefrom (collectively “Released Claims”), that Executive had, has, or might claim to have against Releasees based upon facts occurring up to the time Executive executes this Release, whether presently known or unknown to Executive, including, without limitation, any and all claims listed below, other than any such claims Executive has or might have under the Agreement: (a) arising from or in connection with Executive’s employment, pay, bonuses, vacation or any other Executive benefits, and other terms and conditions of employment or employment practices of Company; (b) arising out of or relating to the termination of Executive’s employment with Company or the surrounding circumstances thereof; (c) based on discrimination and/or harassment on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Executive Order 11246, 42 USC § 1981, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, C.O.B.R.A. (as any of these laws may have been amended), the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, or any other similar labor, employment or anti- discrimination law under state, federal or local law; (d) based on any contract, tort, whistleblower, personal injury, wrongful discharge theory or other common law theory; or (e) arising under the Agreement or any written or oral agreements between Executive and Company or any of Company’s subsidiaries or affiliates (other than the Agreement). Executive expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which Executive does not know or suspect to exist in her favor at the time she signs this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or Claims. _______ Executive’s Initials _____

EXHIBIT 10.5 Except as otherwise set forth herein, Executive covenants not to sue or initiate any claims in any forum against any of the Releasees on account of or in relation to any Released Claim, or to incite, assist or encourage other persons or entities to bring claims of any nature whatsoever against Company or Releasees. Executive further covenants not to accept, recover or receive any monetary damages or any other form of relief which may arise out of or in connection with any administrative proceedings which may be filed with or pursued independently by any governmental agency or agencies, whether federal, state or local. This provision does not prohibit Executive from filing a lawsuit challenging the validity of Executive’s waiver of claims under the ADEA. Notwithstanding anything herein to the contrary, Company and Executive acknowledge and agree that the above release does not waive any rights or claims that may arise based on facts or events occurring after the date of Executive’s execution of this Agreement, nor does it serve to waive any rights or claims that are precluded from being waived by applicable law. Protected Rights. Executive understands that nothing contained in this Release limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Release does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to Company. This Release does not limit Executive’s right to receive an award for information provided to any Government Agencies. In addition, Executive agrees not to file a lawsuit asserting any claims that are waived in this Release. If Executive files such a lawsuit, Executive shall pay all costs incurred by Releasees (or any of them), including reasonable attorney’s fees, in defending against Executive’s claim, and, as a precondition to filing any such lawsuit, shall return all but $500.00 of the severance benefits or payments Executive has received. The preceding two sentences of this paragraph do not apply if Executive files a charge or lawsuit under the Age Discrimination in Employment Act (“ADEA”) challenging the validity of this Release. However, in the event any such ADEA lawsuit is unsuccessful, a court may order Executive to pay attorney’s fees and/or costs incurred by Releasees (or any of them) where authorized by law. In the event any such ADEA lawsuit is successful, the severance benefits or payments Executive received for signing this Release shall serve as restitution, recoupment, or setoff to any monetary award received by Executive. Executive hereby acknowledges that Executive has no interest in reinstatement, reemployment or employment with Company or any Releasee, and Executive forever waives any interest in or claim of right to any future employment by Company or any Releasee. Executive further covenants not to apply for future employment with Company or any Releasee, or to otherwise seek or encourage reinstatement. _______ Executive’s Initials _____

EXHIBIT 10.5 By signing this Release, Executive certifies that: (a) Executive acknowledges and agrees that her waiver of rights under this Release is knowing and voluntary and complies in full with all criteria set forth in the regulations promulgated under the Older Workers Benefit Protection Act for release or waiver of claims under the Age Discrimination in Employment Act and further complies in full with the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, and any and all other applicable federal, state and local laws, regulations, and orders (b) Executive has carefully read and fully understands the provisions of this Release; (c) That the payment referred to in this Release and the Agreement exceeds that to which Executive would otherwise have been entitled, and that the actual payment is in exchange for her release of the claims referenced in this Release; (d) Executive is advised via this Release, to consult with an attorney before signing this Release. (e) Executive understands that any discussions she may have had with counsel for Company regarding her employment or this Release does not constitute legal advice to her and that she has had the opportunity to retain her own independent counsel to render such advice; (f) Executive understands that this Release and the Agreement FOREVER RELEASE Company and all other Releasees to the extent set forth above, except that Executive is not releasing or waiving any claim under the Age Discrimination in Employment Act that may arise after Executive’s execution of this Release; (e) In signing this Release and the Agreement, Executive DOES NOT RELY ON AND HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT SPECIFICALLY SET FORTH IN THIS RELEASE OR IN THE AGREEMENT by Company or any other Releasee, or by any of their agents, representatives, or attorneys with regard to the subject matter, basis, or effect of this Agreement or otherwise, and Executive agrees that this Release will be interpreted and enforced in accordance with Georgia law; (f) Company hereby allows Executive no less than twenty-one (21) days from Company’s final offer to consider this Release and the Agreement, and she has had sufficient time to consider her decision to enter into this Release and the Agreement. In the event Executive executes this Release and the Agreement prior to the expiration of the aforesaid 21-day period, she acknowledges that her execution of this Release and the Agreement before the expiration of the 21-day period was knowing and voluntary and was not induced in any way by Company or any other person or entity; and (g) Executive agrees to its terms knowingly, voluntarily and without intimidation, coercion or pressure. _______ Executive’s Initials _____

EXHIBIT 10.5 Executive may revoke this Release within seven (7) calendar days after signing it. To be effective, such revocation must be delivered to and received in writing by the General Counsel of Company at the offices of Company at 1950 Spectrum Circle, Suite 300, Marietta, Georgia 30067. Revocation can be made by hand delivery or facsimile before the expiration of this seven (7) day period. This Release may be executed in any number of counterparts and by the Parties hereto in separate counterparts, with the same effect as if the Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument, with original signature, photocopy signature, fax signature, or electronic signature permitted and accepted. IN WITNESS WHEREOF, the undersigned has executed this Release as of the date set forth below. “Executive” /s/ Susan O’Farrell Susan O’Farrell Dated: March 9, 2020 _______ Executive’s Initials _____

EXHIBIT 10.6 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as hereinafter defined), by and between ABP ___ (__________) LLC, a Delaware limited liability company (“Seller”), and BIG ACQUISITIONS LLC, an Illinois limited liability company (“Buyer”). RECITALS: A. Seller is the fee simple owner of the Land. B. Buyer desires to acquire said land, together with the improvements located thereon and certain other property interests related thereto, from Seller for the purchase price of _____________________ and No/100 Dollars ($_______________) (the “Purchase Price”). C. Seller is willing to convey said property to Buyer for the Purchase Price, but only upon the terms and conditions hereinafter set forth. OPERATIVE TERMS: NOW, THEREFORE, for and in consideration of the foregoing recitals and the promises, covenants, representations and warranties hereinafter set forth, the sum of One Hundred Dollars ($100.00) and other good and valuable consideration in hand paid by Seller to Buyer and by Buyer to Seller upon the execution of this Agreement, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows: 1. Recitals; Definitions. The foregoing recitals are true and correct in all material respects. Capitalized terms and phrases used but not otherwise defined in the body of this Agreement shall have the meanings ascribed to such terms and phrases in Schedule A attached hereto. 2. Purchase and Sale. Seller agrees to convey, transfer and assign, and Buyer agrees to acquire, accept and assume, the Property, on the terms, conditions and provisions set forth in this Agreement. 3. Purchase Price. The Purchase Price shall be due and payable as follows: 3.1 Deposit. Buyer shall make the Initial Deposit with Escrow Agent within three (3) Business Days after the Effective Date. In addition, no later than the Due Diligence Deadline (provided that this Agreement is not sooner Terminated in accordance with the terms hereof), Buyer shall also make the Secondary Deposit. Notwithstanding any provision in this Agreement to the contrary, if Buyer fails to timely make the Initial Deposit or the Secondary Deposit as provided herein, Seller may Terminate this Agreement by notice to Buyer given no later than five (5) days following the due date of the Initial Deposit or the Secondary Deposit, as the case may be, and any Deposit previously paid by Buyer shall be promptly returned to Buyer. Except as expressly otherwise set forth herein, the Deposit shall be applied against the Purchase Price on the Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Paragraph 15. ACTIVE 46014503v4

3.2 Remainder of Purchase Price. At Closing, Buyer shall pay to Seller an amount equal to the difference between (a) the Purchase Price and (b) the Deposit previously or simultaneously paid to Seller, subject to the adjustments set forth herein, in cash by wire transfer to such account and bank as Seller shall designate in writing, to be confirmed received in Seller’s account on or before 3:00 p.m. Eastern time on the Closing Date. 4. Buyer’s Due Diligence and Inspection Rights; Termination Right. 4.1 Inspection of Property. Until Closing, and subject to the terms of Paragraph 4.2, Seller shall provide Buyer and Buyer’s Representatives access to the Real Property, upon reasonable prior notice at reasonable times during business hours, with the right and license to conduct Due Diligence with respect to the Property. 4.2 Inspection Requirements. Buyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence inspections of the Property may only be performed during normal business hours and Buyer must provide Seller with at least 48 hours’ prior notice of its intent to perform Due Diligence inspections of the Property; (b) Seller shall have the right to have a representative of Seller present during any entry upon the Property by Buyer or Buyer’s Representatives; (c) there shall be no physical testing of the Property whatsoever, including, without limitation, any invasive sampling, boring, testing, or analysis of soils, surface water or groundwater at the Property; (d) Buyer shall immediately return the Property to the condition existing prior to any inspection. Prior to any entry upon the Land, Buyer shall provide to Seller, and shall cause any of Buyer’s Representatives entering upon the Land to provide to Seller, evidence of insurance which complies with the requirements of Schedule B attached hereto. Notwithstanding any provision in this Agreement to the contrary, except in connection with the issuance of a standard “zoning letter” with respect to the Property or the preparation of a third-party zoning report, neither Buyer nor any Buyer’s Representative shall contact any governmental official or representative regarding hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Seller’s prior written consent thereto, which consent Seller may withhold in its sole and absolute discretion. In addition, Seller shall be entitled to at least two (2) Business Days’ prior notice of the intended contact and to have a representative present when Buyer or any Buyer’s Representative has any such contact with any governmental official or representative. 4.3 Title Examination. A. Title Objections. Seller shall order the Title Commitment within five (5) Business Days after the Effective Date. Buyer shall have until 10 days after delivery of the Title Commitment to notify Seller of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before the day that is 10 days after delivery of the Title Commitment then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. B. Cure of Title Matters. At Closing, Seller shall Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required 2 ACTIVE 46014503v4

Removal Items. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any other Title Objections, and, with respect thereto, Seller may notify Buyer on or before the Title Cure Deadline whether Seller elects to Remove the same (and the failure to provide such notice on or before the Title Cure Deadline shall be deemed to constitute an election of Seller not to effect any such cure). C. Buyer’s Right To Terminate. If any such Title Objection is not so cured on or before the Title Cure Deadline, then Buyer may Terminate this Agreement by notice to Seller within five (5) Business Days after the Title Cure Deadline. Failure of Buyer to respond within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. D. Pre-Closing “Gap” Defects. Whether or not Buyer shall have furnished to Seller any notice of Title Objections before the Due Diligence Deadline, Buyer may at or prior to Closing notify Seller of any defects in title arising between the Due Diligence Deadline and the Closing Date. With respect to any Title Objections set forth in such notice, Buyer shall have the same rights as those which apply to any notice of defects in title resulting from a notice of title defects by Buyer on or before the Due Diligence Deadline and Seller shall have the same rights and obligations to cure the same at or prior to Closing. If necessary, the date for Closing shall be automatically extended (by not more than 15 days) to allow Seller to cure such pre-closing “gap” defects. 4.4 As-Is, Where-Is, With All Faults Sale. Buyer shall conduct such Due Diligence as Buyer deems necessary or appropriate prior to the Due Diligence Deadline, and shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. Accordingly, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS”, with no right of setoff or reduction in the Purchase Price. Without limiting the foregoing, except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property; any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof); or the results of Buyer’s Due Diligence. In addition, Buyer expressly understands and acknowledges that any documents made available to Buyer may not be complete in all respects and that Seller may not have complete information concerning the Property in Seller’s possession or control. Buyer acknowledges that all such information must be verified independently during Due Diligence. In addition, Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property and that Buyer explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between the parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for the existence of any and all such Liabilities. In furtherance of the foregoing commitments, Buyer shall execute and deliver to Seller at the Closing, an As Is Agreement as required by Paragraph 6.3. 4.5 Termination Right. Buyer may, at any time prior to the Due Diligence Deadline, Terminate this Agreement by notice to Seller if Buyer, in its sole and absolute discretion, determines not to proceed with the Transaction or is not satisfied with any matters relating to the Property. If, at or prior to the Due Diligence Deadline, Buyer has not given Seller a termination notice 3 ACTIVE 46014503v4

as aforesaid, then Buyer shall be deemed to have accepted the condition of the Property (subject to Seller’s compliance with the representations, warranties and covenants of this Agreement, and the conditions set forth in Paragraph 10) and shall thereafter have no right to Terminate this Agreement on account of such Due Diligence termination right under this Paragraph 4 and, except as set forth in Article 9 or Paragraphs 10.1.C. and 12.2 hereinbelow, Buyer shall not be entitled to the return of the Deposit. If after the Due Diligence Deadline Buyer conducts further Due Diligence, Buyer acknowledges and agrees that Buyer shall have no further right to terminate this Agreement with respect to such further Due Diligence or otherwise in accordance with this Paragraph 4 after the Due Diligence Deadline. 4.6 Underground Storage Tank. Seller has informed Buyer, and Buyer acknowledges, that the Property includes [one (1) operational 10,000 gallon] underground tank used for the storage of diesel fuel. Buyer acknowledges, subject to Buyer’s right to perform Due Diligence pursuant to this Agreement and to terminate this Agreement pursuant to the foregoing paragraph, that it is a material factor in Seller’s acceptance of the Purchase Price that Buyer agree to accept said tank with the Property. 4.7 Seller’s Termination of Related Contracts. Notwithstanding anything in this Agreement to the contrary, (a) should Buyer elect to Terminate this Agreement pursuant to Paragraph 4.5 above, Seller shall have the right to terminate the Related Contracts, at Seller’s option, by notice to Buyer given in accordance with the Related Contracts no later than five (5) days following receipt of Buyer’s termination notice under this Agreement. If Buyer elects to Terminate any of the Related Contracts pursuant to Section 4.5 thereof, Seller shall have the right to terminate this Agreement (and the other Related Contracts) by notice to Buyer given no later than five (5) days following receipt of Buyer’s termination notice under the applicable Related Contract and any Deposit previously paid by Buyer hereunder shall be promptly returned to Buyer and neither party shall have any further obligation to the other under this Agreement (except for those obligations which expressly survive the termination hereof). 5. Seller’s Covenants. Between the Effective Date and the Closing Date: 5.1 No Alteration of Title. Seller shall not transfer or further alter or encumber (which shall include entering into any new lease of all or part of the Real Property; permitting any new sublease of all or part of the Real Property or consenting to any modification of any existing sublease of all or part of the Real Property) in any way Seller’s title to the Property as it exists as of the Effective Date without written notice to, and the prior written consent of, Buyer. If Buyer fails to object in writing to any such proposed instrument within three (3) Business Days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument. Buyer’s consent shall not be unreasonably withheld or delayed with respect to any such instrument that is proposed prior to the Due Diligence Deadline. 5.2 Status of Property. Seller shall maintain and keep the Property in a manner consistent with Seller’s past practices with respect to the Property, and shall maintain in force the insurance coverage consistent with Seller’s insurance coverage practices as of the Effective Date. 6. Closing. The actual day of Closing shall be mutually agreed to by the parties. If no such selection is timely made, the Closing shall be held on the Closing Deadline. 4 ACTIVE 46014503v4

6.1 Closing Mechanics. Buyer and Seller shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. 6.2 Seller’s Deliveries. At Closing, Seller shall deliver or cause to be delivered the following items: A. Deed. The Deed. B. Withholding and Tax Certificate. A certificate with respect to Section 1445 of the Internal Revenue Code stating whether or not Seller is a foreign person as defined in said Section 1445 and applicable regulations thereunder. C. Affidavit of Title. An Affidavit of Title with respect to liens and title matters in substantially the form of Exhibit B. D. Closing Statement. A Closing Statement Agreement in the form of Exhibit C attached hereto and incorporated herein by this reference. Seller and Buyer shall authorize and instruct the Escrow Agent to file, as the “reporting person,” Internal Revenue Service Form 1099- B (“Proceeds from Real Estate, Broker, and Barter Exchange Transactions”), if and as required by Section 6045(d) of the Code. E. Evidence of Authority. If requested by the Title Company, evidence that Seller has the requisite power and authority to execute and deliver, and perform under, this Agreement and all Closing Documents. F. Transfer Tax Declarations. To the extent applicable, duly completed real estate state, county and local transfer tax declarations. G. Lease. Tenant’s counterpart of the Lease. H. Assignment. Seller’s counterpart of the Assignment. I. SNDA. Tenant’s counterpart to the SNDA. J. Non-Disturbance Agreement. Tenant’s counterpart to the Non- Disturbance Agreement. K. Bring-Down Certificate. A reaffirmation of Seller’s Warranties in the form of Exhibit G attached hereto, to which shall be attached a current representation exception schedule identifying all exceptions to Seller’s Warranties then applicable. L. Other Instruments. Such other instruments or documents as may be necessary to effect or carry out the purposes of this Agreement, subject to Seller’s prior approval thereof, which approval shall not be unreasonably withheld or delayed. M. Certificate. The Certificate signed by Tenant. N. Memorandum of Lease. Tenant’s counterpart of the Memorandum of Lease. 5 ACTIVE 46014503v4

6.3 Buyer’s Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following: A. Net Purchase Price. The net Purchase Price due at Closing under this Agreement. B. As Is Agreement. The As Is Agreement of Buyer in the form of Exhibit D attached hereto. C. Bring-Down Certificate. A reaffirmation of the representations, warranties and covenants set forth in Paragraph 8.5 hereof in the form of Exhibit H attached hereto. D. Closing Document Counterparts. Executed counterparts of any of the Closing Documents described in Paragraph 6.2 which are also to be signed by Buyer. E. SNDA. Buyer’s, Master Tenant’s, Landlord’s and Lender’s counterparts to the SNDA. F. Non-Disturbance Agreement. Buyer’s, Master Tenant’s, Landlord’s and Lender’s counterparts to the Non-Disturbance Agreement. G. Landlord Agreement. The Landlord Agreement, executed by Buyer, Master Tenant and Landlord. H. Other Instruments. Such other funds, instruments or documents as may be necessary to effect or carry out the purposes of this Agreement, subject to Buyer’s prior approval thereof, which approval shall not be unreasonably withheld or delayed. I. Lease. Landlord’s counterpart of the Lease. J. Memorandum of Lease. Landlord’s counterpart of the Memorandum of Lease. K. Leasehold Policy Requirements. Such instruments or documents as the Title Company may reasonably require of Titleholder, Master Tenant or Landlord in order to issue a leasehold policy insuring Tenant’s interest under the Lease including, but not limited to, copies of the lease agreements evidencing the interest of Master Tenant and Landlord in the Property and documents evidencing the legal existence and organizational power and authority or Title Holder Master Tenant and Landlord to enter into such agreements. L. [Other State or Local Specific Requirements]. 6.4 Buyer’s Ability to Close. Buyer covenants to Seller that Buyer shall, as of the Closing Date, have sufficient immediately available funds (through financing sources or otherwise) to pay the balance of the net Purchase Price required pursuant to the foregoing subparagraph 6.3(A). 6 ACTIVE 46014503v4

7. Prorations and Closing Costs. 7.1 Prorations. The parties acknowledge that there shall be no prorations of any expense items with respect to the Property at Closing, all such items being addressed in the Lease. 7.2 Seller’s Closing Costs. Seller shall pay the following: (a) the fees and expenses of Seller’s attorneys; (b) the costs (including recording costs) of any cure of title defects required of Seller hereunder; (c) all transfer, documentary, excise, recording or other taxes or assessments imposed in connection with the recording of the Deed; and (d) all transfer, documentary, excise, recording or other taxes or assessments imposed in connection with the recording of the Memorandum of Lease. 7.3 Buyer’s Closing Costs. Buyer shall pay the following: (a) all costs of Buyer’s Due Diligence, (b) the fees and expenses of Buyer’s attorneys, (c) all costs related to any financing to be obtained by Buyer; (d) all recording charges due on recordation of any Closing Documents, (e) all escrow agent fees (if any are charged in connection with this Transaction), and (f) the costs, expenses and premiums for the Title Commitment and the Title Policy (including all examinations and reports in connection therewith) and for any endorsements to the Title Policy, any reinsurance required by Buyer, and any loan policy of title insurance. 8. Representations and Warranties. 8.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer as follows: A. Organization, Power and Authority. Seller is duly organized, validly existing and in good standing under the Laws of the State of Delaware; is, to the extent required by Law, duly qualified to do business in the State in which the Land is located; and has all necessary power to execute and deliver this Agreement and perform all its obligations hereunder. Seller has the full power and authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement by Seller (i) has been duly and validly authorized by all necessary action on the part of Seller, (ii) does not conflict with or result in a violation of the organizational documents of Seller, or any judgment, order or decree of any court or arbiter in any proceeding to which Seller is a party, and, (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement, loan agreement or other instrument by which Seller is bound or to which it is a party. B. No Other Agreements. Seller has not entered into any currently effective agreement (other than this Agreement) to sell or dispose of all or any portion of its interest in and to the Property. Except as disclosed in the Record Exceptions, Seller has not entered into any options, puts, calls, rights of first offer, opportunity or refusal, or other preemptive rights to purchase or occupy the Property which are in effect as of the Effective Date. C. Possession. As of the Effective Date, no party other than Seller and Tenant is in possession or occupancy of the Real Property or any part thereof. D. Foreign Entity. Seller is not a “foreign person” as such phrase is defined in Section 1445 of the United States Internal Revenue Code. 7 ACTIVE 46014503v4

E. Notice of Violations. To Seller’s knowledge, Seller has received no written notice (i) from any governmental authority that the Property is not in material compliance with all applicable laws, except for such failures to comply, if any, which have been remedied; or (ii) from any insurance company or underwriter of any defect that would adversely affect the insurability of the Property or cause an increase in insurance premiums with respect to the Property. F. Condemnation. To Seller’s knowledge, Seller has not received any written notice of any (i) pending, contemplated, threatened or anticipated condemnation of any part of the Real Property, or (ii) widening, change of grade or limitation on the use of streets abutting the Land. G. No Bankruptcy. Seller has not (A) commenced a voluntary case, or, to Seller’s knowledge, had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state Law relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (C) made an assignment for the benefit of creditors. H. Pending Actions or Proceedings. There are no actions or proceedings pending or, to Seller’s knowledge, threatened against Seller or relating to the Property which, if decided adversely, would impair Seller’s ability to perform its obligations under this Agreement or prevent the use of the Land for the purposes for which Tenant currently uses it. I. Other Prohibitions. Neither Seller nor, to Seller’s knowledge, any person owning a direct interest in Seller (i) is included on any Government List; (ii) has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 133224 (September 23, 2001) or in any enabling or implementing legislation or other Presidential Executive Orders in respect thereof; (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any offense under the criminal laws against terrorists, the criminal laws against money laundering, the Bank Secrecy Act, as amended, the Money Laundering Control Act of 1986, as amended, or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorists (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended; or (iv) to Seller’s knowledge, is currently under investigation by any governmental authority for alleged criminal activity. J. Municipal Inspections. To Seller’s knowledge, there are no formally required municipal inspections of the Property required in connection with the delivery of the Deed (for avoidance of doubt, Seller makes no representation or warranty concerning any inspection that may be required as a result of Buyer’s Due Diligence). In the event the foregoing Seller’s Warranty is inaccurate, untrue or incorrect, Seller shall have the right to cure such misrepresentation or breach by obtaining the required municipal inspection in accordance with the notice and cure provisions set forth in Section 8.3 below. 8.2 Seller’s Warranties Deemed Modified. Because Buyer’s primary reliance on the status of the matters addressed by Seller’s Warranties is Buyer’s own Due Diligence, to the extent that Buyer knows prior to the Due Diligence Deadline that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such Seller’s Warranties shall be deemed modified to reflect Buyer’s 8 ACTIVE 46014503v4

knowledge. As used herein, “knows,” “knew” or “knowledge” means with respect to any statement following such phrase that to the date hereof no information has come to the attention of any such person or such person’s agents, which would cause such person or its agents to believe that such statement is not true and correct. 8.3 Claims of Breach Prior To Closing. If at or prior to the Closing, Seller obtains actual knowledge that any Seller’s Warranty is untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). If at or prior to the Closing Buyer or any Buyer’s Representative obtains actual knowledge that any Seller’s Warranty is untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller notice thereof within five (5) Business Days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed 15 days) to attempt such cure. If any Seller’s Warranty is untrue, inaccurate or incorrect in any material respect as of the date made, and Seller is unable to so cure such misrepresentation or breach, then Buyer, as its sole remedy, shall elect either (a) to waive such misrepresentation or breach and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b) to Terminate this Agreement by notice given to Seller no later than five (5) days after the end of such cure period, in which event the Deposit shall be returned to Buyer and Seller shall reimburse to Buyer, within twenty (20) days after Seller’s receipt of documentation thereof, the Buyer’s Transaction Costs. 8.4 Survival and Limits on Buyer’s Claims. Seller’s Warranties shall survive the Closing and not be merged therein for the Survival Period and Seller shall only be liable to Buyer hereunder for a breach of Seller’s Warranties made herein or in any of the documents executed by Seller at the Closing with respect to which a claim is made by Buyer against Seller in writing, specifying in reasonable detail the circumstances giving rise to the alleged breach, within the Survival Period. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be subject to Seller’s Liability Limit. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing (Buyer’s remedy being as set forth in Paragraph 8.3), or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $37,500.00. 8.5 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as follows: A. Organization, Power and Authority. Buyer is duly organized, validly existing and in good standing under the Laws of the State of Delaware; is, to the extent required by Law, duly qualified to do business in the State in which the Land is located; and has all necessary power to execute and deliver this Agreement and perform all its obligations hereunder. Buyer has the full power and authority to enter into and perform this Agreement and the execution, delivery and performance of this Agreement by Buyer (i) has been duly and validly authorized by all necessary action on the part of Buyer, (ii) does not conflict with or result in a violation of the organizational 9 ACTIVE 46014503v4

documents of Buyer, or any judgment, order or decree of any court or arbiter in any proceeding to which Buyer is a party, and (iii) does not conflict with or constitute a material breach of, or constitute a material default under, any contract, agreement or other instrument by which Buyer is bound or to which it is a party. There are no lawsuits pending against Buyer or, to Buyer’s knowledge, threatened, the outcome of which could adversely affect Buyer’s ability to purchase the Property or otherwise perform its obligations under this Agreement. B. Sophisticated Buyer. Buyer is experienced in the ownership and operation of properties like and in the locale of the Property, and has experience in the acquisition, ownership and operation of properties similar to the Property. Buyer warrants and represents that it has the ability through its own employees, or through agents, independent contractors, consultants or other experts with whom it has a relationship, to evaluate fully the material characteristics of the Property and to assess fully all issues pertaining to title to the Real Property, the value of the Property, the rights and liabilities of Buyer as the successor to Seller, the structural integrity and soundness of all improvements and structures located on the Real Property, the environmental condition of the Property, and the compliance of the Property with all Laws. Accordingly, Buyer acknowledges that, except for Seller’s Warranties, Buyer has not and will not rely upon any warranty, representation, statement of fact, or other information made by or furnished by or on behalf of Seller or any of its affiliates. C. Funds. Buyer has sufficient funds in immediately available cash to pay the Deposit. D. No Bankruptcy. Buyer has not (A) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state Law relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its assets, or (C) made an assignment for the benefit of creditors. E. Other Prohibitions. Neither Buyer nor any person controlling Buyer (i) is included on any Government List; (ii) has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 133224 (September 23, 2001) or in any enabling or implementing legislation or other Presidential Executive Orders in respect thereof; (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any offense under the criminal laws against terrorists, the criminal laws against money laundering, the Bank Secrecy Act, as amended, the Money Laundering Control Act of 1986, as amended, or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorists (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001), as amended; or (iv) to Buyer’s knowledge, is currently under investigation by any governmental authority for alleged criminal activity. 9. Casualty and Condemnation. 9.1. Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not “major” (as hereinafter defined), then Seller shall have the following option: 10 ACTIVE 46014503v4

A. Purchase Price Reduction. If the loss or damage is a fire or other casualty event, but not a condemnation event, reduce the Purchase Price by an amount equal to the cost (the “Restoration Cost”) of restoring the Property to a condition substantially identical to that of the Property prior to the event of damage, as determined by a general contractor licensed by the State of [___________] selected by Seller and reasonably approved by Buyer; or B. Assignment. If the loss or damage is a fire or other casualty event or a condemnation event, assign to Buyer all of Seller’s right to any claims and proceeds Seller may have with respect to any casualty related insurance policies (including, without limitation, rental loss proceeds applicable to the period on and after the Closing) or condemnation awards relating to the premises in question, and the Purchase Price shall be reduced by an amount equal to the uninsured portion of the Restoration Cost (including, without limitation, the deductible amount under Seller’s insurance policy); or C. Neither of the Foregoing. Elect neither to reduce the Purchase Price nor assign insurance proceeds and/or condemnation awards pursuant to the foregoing subparagraphs A. and B. Seller shall make the elections required by this Paragraph 9.1 by written notice delivered to Buyer within ten (10) days following the date on which the Restoration Cost is determined and, if Seller fails to deliver its written election within such ten (10) day period, then Seller shall be deemed to have made the election under subparagraph C. above. If Seller makes an election under the foregoing subparagraphs A. or B., then this Agreement shall remain in full force and effect and the parties shall proceed to Closing as contemplated by this Agreement; provided that Seller shall reduce the Purchase Price and/or assign insurance and/or condemnation proceeds as provided in the foregoing subparagraphs A. or B., as applicable. However, if Seller makes (or is deemed to have made) the election under subparagraph C. above, then Buyer shall have the right to Terminate this Agreement by written notice delivered to Seller within five (5) days after receiving Seller’s election (or deemed election), in which event Buyer shall receive a refund of the Deposit (unless such loss or damage is caused by or contributed to by Buyer in which event Buyer shall not be entitled to a return of the Deposit) and neither party shall have any further obligation to the other under this Agreement (except for those obligations which expressly survive the termination hereof). 9.2. Major Damage. In the event of a “major” loss or damage, Buyer may terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Buyer unless such loss or damage is caused by or contributed to by Buyer in which event Buyer shall not be entitled to a return of the Deposit. If Buyer does not elect to Terminate this Agreement within ten (10) days after Seller sends Buyer written notice of the occurrence of major loss or damage, then Buyer shall be deemed to have elected to proceed with Closing. 9.3. Definition of “Major” Loss or Damage. For purposes of the foregoing Paragraphs 9.1 and 9.2, “major” loss or damage refers to the following: (a) Any loss or damage to the Property or any portion thereof such that the cost of restoring the premises in question to a condition substantially identical to that of the premises in question prior to the event of damage would be, in the opinion of an architect selected by Seller and reasonably approved by Buyer, equal to or greater than Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), (b) Any loss that is not fully covered by insurance, and (c) with respect to condemnation, any improvements or access to the 11 ACTIVE 46014503v4

Property or more than ten percent (10%) of the Land is condemned or taken or threatened to be condemned or taken. 10. Other Conditions to Closing. The obligations of Buyer and Seller to close the Transaction shall be further subject to the satisfaction at or prior to Closing of the conditions precedent set forth in this Paragraph 10. 10.1 Conditions to Buyer’s Obligations. The conditions precedent to Buyer’s obligations at Closing referenced above are as follows, any or all of which may be waived by Buyer, at its sole option: A. Representations. Seller’s Warranties, subject to Paragraphs 8.2 and 8.3, shall be true and correct in all material respects on and as of the Closing Date, except as modified in a manner permitted by this Agreement, as if made on and as of such date except to the extent that they expressly relate to an earlier date. B. Seller Compliance. Seller shall have performed all of the covenants, undertakings and obligations under this Agreement to be performed or complied with by Seller at or prior to the Closing. C. Title Policy. At Closing, Seller shall have conveyed title to the Real Property as will enable the Title Company to issue the Title Policy (or a specimen or proforma policy thereof or “marked” Title Commitment) to Buyer subject only to the Permitted Title Exceptions and consistent with Paragraph 4.3 hereof. If the condition set forth in this subparagraph C. has not been satisfied as of the Closing Date, and has not been waived by Buyer as of such date, Buyer may, as its sole and exclusive remedy, elect to Terminate this Agreement by notice to Seller and receive a return of the Deposit. 10.2 Conditions to Seller’s Obligations. The conditions precedent to Seller’s obligations at Closing referenced above are as follows, any or all of which may be waived by Seller, at its sole option: A. Representations. Buyer’s warranties set forth in Paragraph 8.5 shall be true and correct in all material respects on and as of the Closing Date, except as modified in a manner permitted by the Agreement, as if made on and as of such date except to the extent that they expressly relate to an earlier date. B. Buyer Compliance. Buyer shall have performed all of the covenants, undertakings and obligations to be performed or complied with by Buyer at or prior to the Closing. 10.3 Conclusive Waiver of Conditions. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Paragraphs 10.1 and 10.2, respectively. 11. Other Transaction Issues. 11.1 Brokers. Each party represents to the other that such party has not incurred any obligation to any broker or real estate agent with respect to the purchase or sale of the Property 12 ACTIVE 46014503v4

or the lease of the Real Property. Seller and Buyer each hereby (a) represent and warrant to the other that it has not employed, retained or consulted any other broker, agent, or finder in carrying on a negotiation in connection with this Agreement or the Transaction, and (b) indemnifies and agrees to hold the other harmless from and against any and all claims, demands, causes of action, debts, liabilities, judgments and damages (including costs and reasonable attorneys’ fees actually incurred in connection with the enforcement of this indemnity) which may be asserted or recovered against the indemnified party on account of any brokerage fee, commission or other compensation arising by reason of the indemnitor’s breach of this representation and warranty. 11.2 Confidentiality. Buyer and Seller, for the benefit of each other, hereby agree that they will not release or cause or permit to be released, and will use best efforts to prevent the Buyer’s Representatives and Seller’s Representatives, respectively, from releasing or causing or permitting the release of, any press notices, publicity (oral or written) or advertising promotion relating to, or otherwise announce or disclose or cause or permit to be announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement or the Transaction. The foregoing shall not preclude either party from (a) discussing the substance or any relevant details of the transactions contemplated in this Agreement with any of its representatives, employees, agents or consultants, or the Title Company; (b) complying with any Laws applicable to such party, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements; (c) disclosing the terms of the Transaction to the extent necessary in connection with any tax appeal either party may pursue with respect to the Property; or (d) disclosing the terms of the Transaction to the extent necessary in written filings, evidence or testimony made or given in connection with any court proceedings either party may pursue in the event of the other party’s alleged default hereunder. Buyer and Seller shall indemnify and hold the other harmless from and against any and all Liabilities suffered or incurred by the indemnified party and arising out of or in connection with a breach by Buyer or Seller, as the case may be, of the provisions of this Paragraph. The obligations of Buyer contained in this Paragraph shall survive the Closing or the earlier termination of this Agreement; provided, however, that Buyer shall be permitted to announce the Transaction in a press release after Closing, the substance of which release shall be subject to Seller’s prior review and approval, which approval shall not be unreasonably withheld. 11.3 Indemnity. Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer or any of Buyer’s Representatives at any time prior to the Closing; provided, however, that the foregoing indemnity shall not apply to any Liabilities to the extent such Liabilities arise out of the negligence or intentional acts of Seller or the mere discovery by Buyer of a pre-existing condition at the Property. The foregoing indemnity shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. 11.4 Tax Appeals. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during any Tax Year prior to the Closing Tax Year. Subject to the terms and conditions of the Lease, the lessee under the Lease shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year, and Seller shall assign to the lessee at Closing all of its rights to continue any such appeal. Buyer and Seller agree to cooperate with each other and to execute any and all documents reasonably 13 ACTIVE 46014503v4

requested in furtherance of the foregoing, at no out-of-pocket cost or expense to Buyer. The provisions of this paragraph shall survive the Closing. 12. Default at or Prior to Closing. 12.1 Buyer Default. Except as set forth hereinbelow, if Buyer defaults in the observance or performance of its covenants and obligations hereunder, or in the event of any breach by Buyer of any of the representations and warranties set forth in Paragraph 8.5, and such default or breach continues for five (5) Business Days after the date Seller gives notice demanding cure thereof, or if Buyer defaults in the observance or performance of its covenants and obligations under any of the Related Contracts beyond any cure period afforded to Buyer pursuant to the terms thereof, Seller shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by notice to Buyer of such termination and to receive payment of the Deposit as full liquidated damages for such default or breach of Buyer, the parties hereto acknowledging the difficulty of ascertaining the actual damages in the event of such a default or breach, that it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer’s default or breach, that such forfeiture of the Deposit is intended not as a penalty, but as full liquidated damages and that such amount constitutes a reasonable good faith estimate of the potential damages arising therefrom, it being otherwise difficult or impossible to estimate Seller’s actual damages which would be suffered by Seller in the event of default or breach by Buyer. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, and except as set forth in Paragraph 14.17, Seller’s right to Terminate this Agreement and receive payment of the Deposit as full liquidated damages, are Seller’s sole and exclusive remedies in the event of default or breach hereunder by Buyer, and Seller hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (A) any right to sue Buyer for damages or to prove that Seller’s actual damages exceed the Deposit which is hereby provided Seller as full liquidated damages, (B) any right to sue Buyer for specific performance, or (C) any other right or remedy which Seller may otherwise have against Buyer, either at law, or equity or otherwise, including, without limitation, the right to seek and/or receive consequential damages. 12.2 Seller Default. If Seller defaults in the observance or performance of its covenants and obligations hereunder, and such default continues for five (5) Business Days after the date Buyer gives notice demanding cure of such default, in either such event, Buyer shall be entitled, as its sole and exclusive remedy therefor, to Terminate this Agreement by giving Seller notice of such termination and to receive the Deposit from Escrow Agent, in which event Seller shall reimburse to Buyer, within twenty (20) days after Seller’s receipt of reasonable documentation thereof, the Buyer’s Transaction Costs. Except with respect to any right, obligation or liability which survives Closing or termination of this Agreement, including any indemnification provisions set forth in this Agreement, Buyer’s right to so Terminate this Agreement and receive reimbursement of all Buyer’s Transaction Costs as described in the foregoing sentence is Buyer’s sole and exclusive remedy hereunder in the event of default hereunder by Seller, and Buyer hereby waives, relinquishes and releases any and all other rights and remedies (except any that survive Closing or termination pursuant to the express provisions of this Agreement), including, but not limited to: (A) any right to sue for damages (except to compel Seller to make the reimbursement described in the foregoing sentence), (B) any right to sue Seller for specific performance, or (C) any other right or remedy which Buyer may otherwise have against Seller either at law, in equity or otherwise, including, without limitation, the right to seek and/or receive consequential damages. 14 ACTIVE 46014503v4

13. Notices. All notices, consents, approvals and other communications which may be or are required to be given by either Seller or Buyer under this Agreement shall be properly given only if made in writing and sent by (a) hand delivery; (b) a nationally recognized overnight delivery service (such as Federal Express or UPS Next Day Air), with all delivery charges paid by the sender; or (c) by email, provided that the sender also delivers the same notice in accordance with either of the foregoing subparagraphs (a) or (b) no later than the next business day after such email is sent, in each instance addressed to Buyer or Seller, as applicable, as set forth below. Such notices shall be deemed given on the date of delivery or rejection of delivery. Said notice addresses are as follows (and Seller and Buyer shall have the right to designate changes to their respective notice addresses, effective five (5) days after giving notice thereof): If to Seller: ABP ___ (__________) LLC c/o BlueLinx Corporation 1950 Spectrum Circle, Suite 300 Marietta, Georgia 30067 Attn: General Counsel with a copy to: ABP ___ (__________) LLC c/o BlueLinx Corporation 1950 Spectrum Circle, Suite 300 Marietta, Georgia 30067 Attn: Shyam K. Reddy, Chief Administrative Officer Email: shyam.reddy@bluelinxco.com If to Buyer: BIG Acquisitions LLC 9450 W. Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Michael W. Brennan E-Mail: mbrennan@brennanllc.com with a copy to: Brennan Investment Group 9450 W. Bryn Mawr, Suite 750 Rosemont, Illinois 60018 Attention: Samuel A. Mandarino E-Mail: smandarino@brennanllc.com and with a copy to: Attention: E-Mail: 14. General Provisions. 14.1 Execution Necessary. This Agreement shall not be binding upon Seller unless fully executed and delivered by a proper official of Seller, and no action taken by Seller’s 15 ACTIVE 46014503v4

representatives shall be deemed an acceptance of this Agreement until this Agreement has been so executed by Seller and delivered to Buyer. 14.2 Counterparts. This Agreement may be executed in separate counterparts. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all of the parties to this Agreement. 14.3 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Buyer shall not have the right to assign or delegate any right, duty or obligation of Buyer under this Agreement to any other party without the prior written consent of Seller, which consent Seller may grant or withhold in its sole and absolute discretion, and any such assignment without Seller’s consent shall be null and void ab initio. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement to (a) an affiliate of Buyer which is under common control with Buyer or (b) an entity owned by a corporate services company pursuant to a corporate services agreement with either (1) Buyer or (2) any entity under common control with Buyer. Any such assignee so consented to by Seller or otherwise permitted pursuant to the terms of the foregoing sentence of this paragraph shall be designated by Buyer by the delivery to Seller of a written assignment of this Agreement pursuant to which Buyer’s obligations hereunder are expressly assumed by such assignee, together with delivery to Seller of evidence reasonably satisfactory to Seller of the valid legal existence of Buyer’s assignee, its qualification (if necessary) to do business in the jurisdiction in which the Property is located and of the authority of Buyer’s assignee to execute and deliver any and all documents required of Buyer under the terms of this Agreement, which items shall be received by Seller not less than three (3) Business Days prior to the Closing Date; notwithstanding the foregoing, the exercise of such right by Buyer shall not relieve Buyer of any of its obligations and liabilities hereunder including obligations and liabilities which survive the Closing or the termination of this Agreement, nor shall any such assignment alter, impair or relieve such assignee from the waivers, acknowledgements and agreements of Buyer set forth herein, all of which are binding upon the assignee of Buyer. In the event of any permitted assignment by Buyer, any assignee shall assume any and all obligations and liabilities of Buyer under this Agreement but, notwithstanding such assumption, Buyer shall continue to be liable hereunder. 14.4 Governing Law. This Agreement shall be governed by the Laws of the state in which the Land is located. 14.5 Entire Agreement. This Agreement and all the exhibits referenced herein and annexed hereto contain the entire agreement of the parties hereto with respect to the matters contained herein, and no prior agreement or understanding pertaining to any of the matters connected with this Transaction shall be effective for any purpose. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 14.6 Time Is of the Essence. TIME IS OF THE ESSENCE of the Transaction and this Agreement. 14.7 Interpretation. The titles, captions and paragraph headings are inserted for convenience only and are in no way intended to interpret, define, limit or expand the scope or content 16 ACTIVE 46014503v4

of this Agreement or any provision hereof. If any party to this Agreement is made up of more than one person or entity, then all such persons and entities shall be included jointly and severally, even though the defined term for such party is used in the singular in this Agreement. If any time period under this Agreement ends on a day other than a Business Day, then the time period shall be extended until the next Business Day. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Agreement and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. 14.8 Survival. The covenants, agreements, indemnities, representations and warranties contained herein shall not survive the Closing Date or any termination of this Agreement, except as set forth in Paragraphs 8, 11, 13 and 14, each of which shall survive the Closing or any earlier termination of this Agreement (limited, as applicable, as set forth therein). 14.9 Exclusive Application. Nothing in this Agreement is intended or shall be construed to confer upon or to give to any person, firm or corporation other than Buyer and Seller hereto any right, remedy or claim under or by reason of this Agreement. All terms and conditions of this Agreement shall be for the sole and exclusive benefit of the parties hereto, and such benefit may not be assigned by Buyer except as set forth in Paragraph 14.3. 14.10 Partial Invalidity. If all or any portion of any of the provisions of this Agreement shall be declared invalid by Laws applicable thereto, then the performance of said offending provision shall be excused by the parties hereto; provided, however, that, if the performance of such excused provision materially affects any material aspect of this Transaction and the other party does not upon demand enter into a modification or separate agreement which sets forth in valid fashion the covenants of such offending provision in a manner which counsel to both parties determine is valid, then the party hereto for whose benefit such excused provision was inserted in this Agreement shall have the right, exercisable by notice given to the other party within ten (10) days after such provision is so declared invalid, to Terminate this Agreement. 14.11 Waiver Rights. Buyer reserves the right to waive, in whole or in part, any provision hereof which is for the benefit of Buyer. Seller reserves the right to waive, in whole or in part, any provision hereof that is for the benefit of Seller. 14.12 No Implied Waiver. Except as otherwise expressly provided in this Agreement, no waiver by Seller or Buyer of any provision hereof shall be deemed to have been made unless expressed in writing and signed by such party, and no delay or omission in the exercise of any right or remedy accruing to Seller or Buyer upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller or Buyer of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other breach, or of a subsequent breach of the same or any other term, covenant or condition herein contained. 14.13 Rights Cumulative. All rights, powers, options or remedies afforded to Seller or Buyer either hereunder or by Law shall be cumulative and not alternative, and the exercise of one 17 ACTIVE 46014503v4

right, power, option or remedy shall not bar other rights, powers, options or remedies allowed herein or by Law, unless expressly provided to the contrary herein. 14.14 Attorneys’ Fees. Should either party employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any manner arising under this Agreement, or to recover damages for breach of this Agreement, the non-prevailing party in any action pursued in a court of competent jurisdiction (the finality of which is not legally contested) shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys’ fees, expended or incurred in connection therewith. 14.15 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, THE PROPERTY OR THE RELATIONSHIP OF BUYER AND SELLER HEREUNDER. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT. 14.16 Signatures. Signatures to this Agreement transmitted by electronic copy shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own signature delivered by electronic copy and shall accept the electronic copy of the signature of the other party to this Agreement. 14.17 No Recordation. Seller and Buyer each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded and Buyer shall not file any notice of pendency or other instrument (other than a judgment) against the Property or any portion thereof in connection herewith. Buyer expressly acknowledges and agrees that, in the event of any breach by Buyer of its obligations as set forth in the foregoing sentence, the provisions of Paragraph 12.1 limiting Seller’s remedies shall not apply, and that Seller shall, in such event, be entitled to any remedy which Seller may otherwise have against Buyer, whether at law or in equity, or otherwise, including, without limitation, the right to seek and/or receive consequential damages. 14.18 Maximum Aggregate Liability. Notwithstanding any provision to the contrary contained in this Agreement or any documents executed by Seller pursuant hereto or in connection herewith, the maximum aggregate liability of Seller and the Seller Parties, and the maximum aggregate amount which may be awarded to and collected by Buyer, in connection with the Transaction, the Property, under this Agreement and under any and all documents executed pursuant hereto or in connection herewith (including, without limitation, in connection with the breach of any of Seller’s Warranties for which a claim is timely made by Buyer) shall not exceed Seller’s Liability Limit. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. 14.19 Exhibits and Schedules. All exhibits and schedules referred to in, and attached to, this Agreement are hereby incorporated herein in full by this reference. 18 ACTIVE 46014503v4

15. Earnest Money and Escrow Agent. The Escrow Deposits shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: 15.1 Deposit. Escrow Agent shall not invest the Escrow Deposits or commingle the Escrow Deposits with any funds of Escrow Agent or others. 15.2 Delivery at Closing. If the Closing occurs, Escrow Agent shall deliver the Escrow Deposits to, or upon the instructions of, Buyer and Seller on the Closing Date. 15.3 Return or Delivery of Deposit Outside Closing. Escrow Agent shall deliver the Escrow Deposits to Seller or Buyer only in accordance with the terms of this Paragraph 15.3. Upon receipt of a written demand for the Escrow Deposits from Buyer prior to the Due Diligence Deadline, Escrow Agent shall promptly deliver the Escrow Deposits to Buyer. Upon receipt of a written demand for the Escrow Deposits from either Buyer or Seller at any time thereafter, Escrow Agent shall give notice to the other party of such demand. Thereafter, (a) if Escrow Agent does not receive a written objection from the other party to the proposed payment within five (5) days after the giving of such notice, then Escrow Agent is hereby authorized to make such payment, but (b) if Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions signed by Seller and Buyer or a final judgment of a court. In the event of any return of the Deposit to Buyer pursuant to Paragraph 4.5, One Hundred and No/100 Dollars ($100.00) thereof shall be payable to Seller, and such amount shall in effect constitute option money, making this Agreement binding even if any conditions or provisions herein are entirely within the discretion or control of Buyer. 15.4 Stakeholder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent acts and for any Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred by Seller or Buyer resulting from Escrow Agent’s mistake of Law respecting Escrow Agent’s scope or nature of its duties. Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or made by Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of Escrow Agent. 15.5 Taxes. The party receiving the Escrow Deposits (or the benefit thereof) shall pay any income taxes on any interest earned on the Escrow Deposits. 15.6 Execution by Escrow Agent. Escrow Agent has executed this Agreement in order to confirm that Escrow Agent has received and shall hold the Escrow Deposits, in escrow, and shall disburse the Escrow Deposits pursuant to the provisions of this Paragraph 15. [The remainder of this page has been intentionally left blank. 19 ACTIVE 46014503v4

Signatures begin on the following page.] 20 ACTIVE 46014503v4

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the Effective Date. SELLER: ABP ___ (___________) LLC, a Delaware limited liability company By: Name: Justin B. Heineman Title: Vice President and Corporate Secretary Date: [Signatures continued on following page.] Signature Page to Purchase and Sale Agreement ACTIVE 46014503v4

BUYER: BIG ACQUISITIONS LLC, an Illinois limited liability company By: Name: Title: Date: [Signatures continued on following page.] Signature Page to Purchase and Sale Agreement ACTIVE 46014503v4

The undersigned has executed this Agreement solely to confirm its agreement to (i) hold the Escrow Deposits in escrow in accordance with the provisions hereof and (ii) comply with the provisions of Paragraph 15. ESCROW AGENT: STEWART TITLE GUARANTY COMPANY By: Name: Title: Date: Signature Page to Purchase and Sale Agreement ACTIVE 46014503v4

EXHIBIT 10.6 SCHEDULE A “Agreement” shall mean this Purchase and Sale Agreement. “Assignment” shall mean an Assignment of Intangible Property in the form attached hereto as Exhibit I. “Business Day” shall mean Monday through Friday excluding holidays recognized by the state government of the State in which the Property is located. “Buyer” shall mean the buyer referenced in the first paragraph of this Agreement. “Buyer’s Reports” shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by Buyer or Buyer’s Representatives in connection with Buyer’s Due Diligence. “Buyer’s Representatives” shall mean Buyer’s officers, employees, agents, advisors, representatives, attorneys, accountants, consultants, lenders, investors, contractors, architects and engineers. “Buyer’s Transaction Costs” shall mean, to the extent that Buyer has provided to Seller reasonable documentation thereof, Buyer’s reasonable actual out-of-pocket Due Diligence expenses incurred in connection with the Transaction after the Effective Date, in an aggregate amount not to exceed $125,000.00. “Certificate” shall mean a certificate in the form attached hereto as Exhibit J. “Closing” shall mean the consummation and closing of the Transaction. “Closing Date” shall mean the date on which the Closing occurs, which shall be on or before the Closing Deadline. “Closing Deadline” shall mean the date that is seven (7) days after the Due Diligence Deadline. “Closing Documents” shall mean the documents and instruments delivered by Buyer and Seller, in order to consummate the Transaction. “Closing Tax Year” shall mean the Tax Year in which the Closing Date occurs. “Condemnation Proceeding” shall mean any proceeding in condemnation, eminent domain or any written request for a conveyance in lieu thereof, or any notice that such proceedings have been or will be commenced against any portion of the Property. “Deed” shall mean a special warranty deed in the form attached hereto as Exhibit E. ACTIVE 46014503v4

“Deposit” shall mean the sum of One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00), consisting of, collectively, the Initial Deposit of Sixty-Two Thousand Five Hundred and No/100 Dollars ($62,500.00), and the Secondary Deposit of Sixty-Two Thousand Five Hundred and No/100 Dollars ($62,500.00). “Documents” shall mean any documents and instruments applicable to the Property or any portion thereof that Seller or any of the other Seller Parties deliver or make available to Buyer or Buyer’ Representatives prior to Closing or which are otherwise obtained by Buyer or Buyer’s Representatives prior to Closing, including, but not limited to, the Title Commitment. “Due Diligence” shall mean the investigation by Buyer and Buyer’s Representatives of the feasibility and desirability of purchasing the Property, including all audits, surveys, examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations, investigations and verifications with respect to the Property, the Documents, title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, the economic status of the Property, and other information and documents regarding the Property, including, but not limited to, investigations of the legal and physical status of the Property by such consultants, engineers and architects as Buyer requires, structural review, examination of title to the Property, preparation of a survey of the Land, and verification of all information made or to be made available to Buyer with respect to Property. “Due Diligence Deadline” shall mean 6:00 P.M. Eastern time on the date that is thirty-five (35) days after the Effective Date. “Effective Date” shall mean the date on which Seller or Buyer shall have executed this Agreement, as indicated under their respective signatures, whichever is the later to do so. “Escrow Agent” shall mean the Title Company. “Escrow Deposits” shall mean the Deposit, and any other sums (including, without limitation, any interest earned thereon) which the parties agree shall be held in escrow hereunder. “Government List” shall mean (1) the Specialty Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”), (2) the Denied Persons List and the Entity List maintained by the United States Department of Commerce, (3) the List of Terrorists and List of Disbarred Parties maintained by the United States Department of State, (4) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the lists, laws, rules and regulations maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation, (5) any other similar list maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to any Executive Order of the President of the United States of America, and (6) any list or qualification of “Designated Nationals” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, as all such Government Lists may be updated from time to time. ACTIVE 46014503v4

“Initial Deposit” shall mean an amount equal to Sixty-Two Thousand Five Hundred and No/100 Dollars ($62,500.00), in immediately available funds, to the extent the same is deposited by Buyer in accordance with the terms of Paragraph 3.1 hereof, together with any interest earned thereon. “Land” shall mean all of Seller’s right, title and interest in and to that certain tract or parcel of land located in, [REVISE AS APPLICABLE: Bridgeton, St. Louis County, Missouri/Madison, Davidson County, Tennessee/Richmond, Henrico County, Virginia/Kansas City/Clay County, Missouri] more particularly described on Exhibit A attached hereto and commonly known as at [REVISE AS APPLICABLE: 13860 Corporate Woods Trail, Bridgeton, Missouri/700 Myatt Drive, Madison, Tennessee/4700 Bethlehem Road, Richmond, Virginia/1727 Warren Street, Kansas City, Missouri]. “Landlord” shall mean that certain person or entity subleasing the Property from Master Tenant as of the Closing Date. “Landlord Agreement” shall mean a Landlord Agreement in the form attached to the Lease as Schedule 3.01. “Law” shall mean any federal, state or local law, statute, ordinance, code, order, decrees, or other governmental rule, regulation or requirement, including common law. “Lease” shall mean a Lease Agreement by and between Landlord and Tenant, in the form attached hereto as Exhibit F. “Lender” shall mean, collectively, any and all parties taking a security interest in the interest of Buyer, Master Tenant or Landlord in the Real Property, to the extent any such security interest is not intended to be subordinate to Tenant’s interest in the Real Property under the Lease. “Lien” shall mean any mortgage, deed of trust, security deed, lien, judgment, pledge, conditional sales contract, security interest, past due taxes, past due assessments, contractor’s lien, materialmen’s lien, judgment or similar encumbrance against the Property of a monetary nature. “Liabilities” shall mean any and all direct or indirect damages, demands, claims, payments, problems, conditions, obligations, actions or causes of action, assessments, losses, Liens, liabilities, costs and expenses of any kind or nature whatsoever, including, without limitation, penalties, interest on any amount payable to a third party, lost income and profits, and any legal or other expenses (including, without limitation, reasonable attorneys’ fees and expenses) reasonably incurred in connection with investigating or defending any claims or actions, whether or not resulting in any liability. “Master Tenant” shall mean that certain person or entity leasing the Property from Buyer as of the Closing Date. “Memorandum of Lease” shall mean a Memorandum of Lease in the form attached hereto as Exhibit K. “Non-Disturbance Agreement” shall mean an agreement in the form attached hereto as Exhibit L. ACTIVE 46014503v4

“Other Interests” shall mean the following other interests of Seller in and to the Real Property, or pertaining thereto: (a) to the extent that the same are in effect as of the Closing Date, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Real Property, and (b) any guaranties and warranties in effect with respect to any portion of the Real Property as of the Closing Date; provided, however, that Other Interests shall not include any such licenses, permits, authorizations, guaranties or warranties to the extent that said items are necessary or desirable for Tenant’s use of and operations upon the Land following Closing pursuant to the terms of the Lease. “Permitted Title Exceptions” shall mean, subject to Buyer’s rights to review and make objection to the status of title and survey as set forth in this Agreement, and the right of Buyer to Terminate this Agreement pursuant to Paragraph 4.5 if the Due Diligence is not satisfactory, the following: (a) all real estate taxes and assessments not yet due and payable as of the Closing Date; (b) any Laws affecting the Property; (c) the Record Exceptions; (d) the Lease; (e) any state of facts which would be disclosed by a current survey or other inspection of the Land; and (f) any other matters approved as Permitted Title Exceptions by Buyer prior to Closing or deemed approved as Permitted Title Exceptions pursuant to this Agreement. “Property” shall mean the Real Property and the Other Interests. “Purchase Price” is defined in the Recitals to this Agreement. “Real Property” shall mean the Land, including, without limitation, (a) any and all buildings located on the Land and all other improvements, (b) all easements appurtenant to the Land and other easements, grants of right, licenses, privileges or other agreements for the benefit of, belonging to or appurtenant to the Land whether or not situate upon the Land, including, without limitation, signage rights and parking rights or agreements, all whether or not specifically referenced on Exhibit A, (c) all mineral, oil and gas rights, riparian rights, water rights, sewer rights and other utility rights allocated to the Land, (d) all right, title and interest, if any, of the owner of the Land in and to any and all strips and gores of land located on or adjacent to the Land, and (e) all right, title and interest of the owner of the Land in and to any roads, streets and ways, public or private, open or proposed, in front of or adjoining all or any part of the Land and serving the Land. “Record Exceptions” shall mean all instruments recorded in the real estate records of the County in which the Land is located which affect the status of title to the Real Property. “Related Contracts” shall mean the shall mean [REVISE AS APPLICABLE: (i) that certain Purchase and Sale Agreement of even date herewith between ABP MO (Bridgeton) LLC and Buyer, (ii) that certain Purchase and Sale Agreement of even date herewith between ABP MO (Kansas City) LLC and Buyer, (iii) that certain Purchase and Sale Agreement of even date herewith between ABP TN (Madison) LLC and Buyer, and (iv) that certain Purchase and Sale Agreement of even date herewith between ABP VA (Richmond) LLC and Buyer]. “Remove” with respect to any exception to title shall mean that Seller causes the Title Company to remove or affirmatively insure over the same as an exception to the Title Policy, without any additional cost to Buyer, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise. ACTIVE 46014503v4

“Required Removal Items” shall mean, collectively, any Title Objections to the extent (and only to the extent) that the same (a) have not been caused by Buyer or any Buyer’s Representatives, and (b) are either: (i) Liens evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes or assessments) which can be Removed by payment of liquidated amounts, but only if such Liens have been created by written instrument signed by Seller or assumed by written instrument signed by Seller, and provided that in no event shall Seller be required to Remove any such Lien which is not related to the operation of the Property by any method other than indemnity of Seller in favor of the Title Company (for example, unrelated items would include a judgment against such party in connection with its other operations; whereas a mechanic’s lien for work on the Property pursuant to a contract entered into by Seller would be related to Property operations), or (ii) liens or encumbrances (including, but not limited to, Liens) created by Seller after the Effective Date. “Secondary Deposit” shall mean an amount equal to Sixty-Two Thousand Five Hundred and No/100 Dollars ($62,500.00), in immediately available funds, to the extent the same is deposited by Buyer in accordance with the terms of Paragraph 3.1 hereof, together with any interest earned thereon. “Seller” shall mean the seller referenced in the first paragraph of this Agreement. “Seller Parties” shall mean and include, collectively, (a) Seller; (b) its counsel; (c) any direct or indirect owner of any beneficial interest in Seller, or any subsidiaries, parents or affiliates of Seller; (d) any officer, director, employee, affiliate, principal, partner, shareholder, representative or agent of Seller, its counsel or any direct or indirect owner of any beneficial interest in Seller or of any subsidiaries, parents or affiliates of Seller; and (e) any other entity or individual affiliated or related in any way to any of the foregoing, and their successors and assigns. “Seller’s knowledge” or words of similar import shall refer only to the actual knowledge of Shyam K. Reddy, Chief Administrative Officer, and Gary Cummings, and shall not be construed to refer to the knowledge of any other Seller Party, or to impose or have imposed upon such individual any duty to investigate the matters to which such knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of such individual arising out of any of the Seller’s Warranties. “Seller’s Liability Limit” shall mean an amount equal to the Purchase Price. “Seller’s Representatives” shall mean Seller’s officers, employees, agents, advisors, representatives, attorneys, accountants, consultants, investors, contractors, architects and engineers. “Seller’s Warranties” shall mean Seller’s representations and warranties set forth in Paragraph 8.1, as the same may be deemed modified or waived by Buyer pursuant to this Agreement. “SNDA” shall mean an agreement in the form attached hereto as Exhibit M. “Survey” shall mean an ALTA survey of the Property prepared by a surveyor licensed in the State in which the Property is located, to be certified to Seller and Buyer. “Survival Period” shall mean the first 180 days after Closing. ACTIVE 46014503v4

“Tax Year” shall mean the year period commencing on January 1 of each calendar year and ending on December 31 of each calendar year. “Tenant” shall mean BlueLinx Corporation, a Georgia corporation. “Terminate” shall mean the termination of this Agreement by notice from Buyer or Seller, as applicable, as set forth this Agreement, in which event thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. “Title Commitment” shall mean the Commitment of the Title Company to issue the Title Policy, which commitment shall include hyperlinks providing access to copies of the Record Exceptions referenced therein. “Title Company” shall mean Stewart Title Guaranty Company, National Title Services, One Washington Mall, Suite 1400, Boston, Massachusetts 02108, Attn: Gayle Bourdeau, Esq., or such other title insurance company as may be designated by Seller in writing from time to time. “Title Cure Deadline” shall mean 6:00 P.M. Eastern time on that day which is 15 days after the date on which Buyer delivers to Seller the Title Objections. “Title Objections” shall mean any defects in title (including any Record Exceptions which are not acceptable to Buyer) or survey (including the description of the Land) which may be revealed by Buyer’s examinations thereof to which Buyer timely objects in accordance with the terms of Paragraph 4.3. “Title Policy” shall mean the ALTA Owner’s Policy of Title Insurance issued by the Title Company in the amount of the Purchase Price and in the form of the Title Commitment, and containing, unless prohibited by applicable statutes or regulations, such endorsements as Buyer may obtain from the Title Company in the Title Commitment prior to the Due Diligence Deadline. Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Transaction without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request. “Transaction” shall mean the purchase and sale transaction contemplated by this Agreement. ACTIVE 46014503v4

ACTIVE 46014503v4

EXHIBIT 10.7 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “Amendment”) dated as of the Effective Date (as hereinafter defined) is by and between ABP ___ (____________) LLC, a Delaware limited liability company (“Seller”), and BIG ACQUISITIONS LLC, an Illinois limited liability company (“Buyer”). RECITALS: A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of October 16, 2019 pertaining to the proposed sale by Seller to Buyer of certain real property more particularly described therein (the “Agreement”). B. Buyer has requested an extension of time to complete its Due Diligence with respect to the Property. C. The requested extension of the Due Diligence Deadline will necessitate a corresponding extension of the Closing Deadline. D. Seller is willing to agree to such requests, upon the terms and conditions of this Amendment. E. The parties also desire to amend certain provisions of the Agreement regarding the Lease. F. The parties also hereby confirm their mutual intent that the Lease and the Related Leases (as hereinafter defined) create and constitute an integrated and unified agreement between them and, but for execution and delivery of the Related Leases, they would not enter into the Lease. OPERATIVE TERMS: NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants set forth in the Agreement and in this Amendment, Ten Dollars ($10.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Recitals; Defined Terms. The foregoing recitals are true and correct in all material respects and incorporated in this Amendment and the Agreement. Capitalized terms and phrases used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms and phrases in the Agreement or the Lease, as applicable. Unless the context clearly indicates otherwise, all references to “this Agreement” in the Agreement and in this Amendment shall hereinafter be deemed to refer to the Agreement, as amended hereby. As used in this Amendment (but not for purposes of the Agreement, in which context the definition of the term “Effective Date” shall remain unchanged), “Effective Date” shall mean the date on which Seller or Buyer shall have executed this Amendment, as indicated under their respective signatures, whichever is the later to do so. ACTIVE 47249871v1 1

EXHIBIT 10.7 2. Due Diligence Deadline. The definition of “Due Diligence Deadline” in Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following definition: “‘Due Diligence Deadline’ shall mean 6:00 P.M. Eastern time on December 13, 2019”. 3. Closing Deadline. The definition of “Closing Deadline” in Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following definition: “‘Closing Deadline’ shall mean December 20, 2019”. 4. Phase II Investigations. Notwithstanding anything in this Amendment to the contrary, Buyer shall be permitted to conduct the investigations described in Exhibit A attached hereto and incorporated into this Amendment by reference (the “Scope”), but only upon and in strict accordance with the terms and conditions set forth therein and in this Amendment, it being understood that the activities to be conducted by or on behalf of Buyer in connection therewith shall be limited to those set forth in the section entitled “Scope” in Exhibit A. Seller shall have the right to have representatives present during any such investigations, and to this end, Buyer shall coordinate the scheduling of such investigations to ensure the availability of Seller’s representatives for such purpose, Buyer acknowledging, however, that it shall not be entitled to any additional extension of time beyond the Due Diligence Deadline in order to complete and obtain the results of such investigations. Seller shall also have the right, in Seller’s discretion, to split samples with Buyer’s consultant. Buyer shall keep the results of such investigations confidential and shall not disclose such results to Seller or to any third party, except its agents, attorneys, consultants, investors and Lender or as required by Law. The obligation of Buyer to keep such results confidential shall survive the Closing or any earlier termination of the Agreement. Buyer hereby represents, warrants and covenants to Seller that, as of the date of this Amendment, it has no information indicating that the results of laboratory analysis of samples collected in accordance with the Scope will not be available prior to the Due Diligence Deadline. [NOT APPLICABLE TO MADISON, TN SITE] 5. Lease Amendment regarding Term. Section 1.03 of the Lease is hereby deleted and replaced with the following: “Section 1.03 Term. This Lease shall begin on the Commencement Date and shall end on the last day of the 216th full calendar month following the Commencement Date. The time period during which this Lease shall actually be in effect, as the same may be terminated prior to its scheduled expiration pursuant to the provisions hereof, is referred to herein as the “Term”.” Exhibit C to the Lease shall be updated at Closing to reflect 2% annual Base Rent increases for Lease Years 16-18. 6. Lease Amendment regarding Assignment. The following is added to Section 4.01 of the Lease: “Notwithstanding anything to the contrary set forth herein, until the Security Deposit has been reduced as provided in Section 9.17(b) below, Tenant shall not have the right to assign this Lease unless Tenant contemporaneously assigns all Related Leases to the same assignee to which this Lease is to be assigned in accordance with the terms of such Related Leases.” 7. Lease Amendment regarding Events of Default. The following is added as Section 7.01(a)(v) of the Lease: ACTIVE 47249871v1 2

EXHIBIT 10.7 “(v) If an event of default, beyond expiration of any applicable grace and/or notice and cure period, shall occur under any of Tenant’s leases with Landlord (or its Affiliates, as applicable) for the premises located at [REVISE AS APPLICABLE: (A) 700 Myatt Drive, Madison, Tennessee, (B) 4700 Bethlehem Road, Richmond, Virginia, (C) 1727 Warren Street, Kansas City, Missouri, or (D) 13860 Corporate Woods Trail, Bridgeton, Missouri] (the foregoing, collectively, the “Related Leases”). Notwithstanding the foregoing, at such time as the Security Deposit has been reduced as provided in Section 9.17(b) below, this Section 7.01(a)(v) shall automatically lapse and be of no further force and effect, and an event of default under any of the Related Leases shall thereafter not constitute an Event of Default under this Lease.” 8. Lease Amendment regarding Security Deposit. Section 9.17 of the Lease is deleted and replaced with the following: “Section 9.17 Security Deposit. (a) Tenant shall deposit or cause to be deposited with Landlord or Mortgagee, as Landlord shall designate, on or before the date hereof, $_____________, as a “Security Deposit” for its full and faithful performance of the terms of this Lease, it being expressly understood that such Security Deposit shall not be considered an advance payment of any Basic Rent, additional rent or other sums payable under this Lease or a measure of Landlord’s damages in case of an Event of Default. Payment of said Security Deposit shall be satisfied by Tenant’s deposit of cash or a Letter of Credit in said amount. Tenant shall have the right to freely substitute cash for a Letter of Credit or vice versa, and if paid in cash, any interest earned shall remain as an additional Security Deposit. If Landlord transfers its interest in the Premises during the Term to a Transferee who assumes Landlord’s obligations hereunder and to whom the Security Deposit is transferred, Landlord may assign the Security Deposit to the Transferee and, thereafter, Landlord shall have no further liability for the return of such Security Deposit to Tenant. If the Security Deposit is in the form of a Letter of Credit, Tenant shall execute and deliver, within five (5) days after request therefor by Landlord, any and all documents necessary to transfer the Letter of Credit to the Transferee. For the purposes herein, “Letter of Credit” shall mean an irrevocable standby letter of credit issued to Landlord by a financially sound national banking association or state chartered bank having assets in excess of $50,000,000,000.00 and otherwise reasonably acceptable to Landlord, the proceeds of which shall be available to Landlord without the need for Landlord to satisfy any requirements or conditions whatsoever other than delivery of (a) the original Letter of Credit along with Landlord’s sight draft to the issuing institution with reference to the appropriate letter of credit number for the Letter of Credit, as set forth therein and (b) (i) a certificate signed by Landlord certifying that an Event of Default has occurred and is continuing under the Lease, or (ii) a certificate signed by Landlord certifying that Tenant has failed to renew the Letter of Credit at least thirty (30) days prior to its stated expiration date. The Letter of Credit shall be valid for an initial period of one (1) year from and after the date of its issuance and, by its express terms, shall provide (i) that its term shall automatically be extended for successive one (1) year periods unless at least thirty (30) days prior to the expiration of the initial one year term or any one year extension (as applicable) the issuer provides Landlord with written notification that it will not be extended, (ii) that Landlord may assign (whether by way of outright or collateral assignment) all or any portion of its interest in the Letter of Credit to Mortgagee or any other Person (including any third party purchaser) without the payment of any fee, and (iii) that any amount drawn thereunder shall be paid within three (3) business days. ACTIVE 47249871v1 3

EXHIBIT 10.7 (b) Beginning March 31, 2022 and continuing on March 31st of each fiscal year thereafter (each, a “Reduction Request Date”), Tenant shall have the right to request, by written notice to Landlord, a reduction of the Security Deposit to $____________, provided that (i) Tenant’s Adjusted EBITDA (hereinafter defined) for each of the two (2) previous fiscal years prior to such applicable Reduction Request Date (as publicly reported in connection with BlueLinx Holdings Inc.’s (“BlueLinx”) filings with the Securities and Exchange Commission or as shown on the financial statements that Tenant is required to deliver pursuant to Section 8.02(b) of this Lease if BlueLinx is no longer publicly traded, as the case may be) is greater than $100,000,000.00 and Tenant’s Leverage is four (4) times or less as of the end of each such fiscal year, and (ii) at such time there exists no Event of Default under this Lease. If Tenant is entitled to a reduction in the Security Deposit, Tenant shall provide Landlord with (A) written notice requesting that the Security Deposit be reduced, (B) a calculation of Tenant’s Adjusted EBITDA and Tenant’s Leverage, as provided above, and (C) financial statements required to be delivered pursuant to Section 8.02(b) (collectively, the “Reduction Notice”). If Tenant provides Landlord with a Reduction Notice, and Tenant is entitled to reduce the Security Deposit as provided herein, Landlord shall refund the reduction of the Security Deposit to Tenant within fifteen (15) days after Landlord’s receipt of the Reduction Notice, if the Security Deposit is held in cash, or, if the Security Deposit is in the form of a Letter of Credit, Tenant shall be entitled to replace or cause the amendment of the Letter of Credit accordingly. For the purposes of this Lease, Tenant’s “Adjusted EBITDA” shall mean the following, as applicable: (i) as publicly reported in connection with BlueLinx’s filings with the Securities and Exchange Commission for so long as BlueLinx is a publicly traded company, or (ii) in the event BlueLinx is not a publicly traded company, an amount as calculated on a consolidated basis for BlueLinx and its subsidiaries for any period as of any date of determination equal to (a) the sum, without duplication, of the amounts for such period of (1) net income (loss), plus (2) interest expense and all interest expense related items, plus (3) depreciation expense and amortization expense, plus (4) income tax expense, plus (5) non-cash stock option and other equity-based compensation expenses, plus (6) other non-cash expenses, charges and adjustments to net income (loss) (excluding any such expense, charge or adjustment incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period), plus (7) to the extent approved by Landlord in its sole discretion and not otherwise contemplated above, other one-time charges, plus (8) to the extent approved by Landlord in its sole discretion and not otherwise contemplated above, any losses arising from the sale, exchange, transfer or other disposition of assets not in the ordinary course of business, minus (b) the sum, without duplication, of the amounts for such period of (1) other non- cash items increasing net income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period), plus (2) interest income, plus (3) other income, plus (4) gains from dispositions of assets or liabilities outside of the ordinary course of business for such period. For the purposes of this Lease, “Leverage” for a fiscal year shall mean, as calculated on a consolidated basis for BlueLinx and its subsidiaries as of the date of the determination, the quotient obtained by dividing all of BlueLinx’s outstanding third-party borrowings (net of cash and cash equivalents) as of the end of such fiscal year by Tenant’s Adjusted EBITDA for such fiscal year.” 9. Miscellaneous Lease Amendments. (a) The last sentence of Section 9.04 of the Lease is deleted and replaced by the following: “This Lease shall be governed by and interpreted in accordance with the laws of the ACTIVE 47249871v1 4

EXHIBIT 10.7 State of Illinois, except solely as to conveyancing matters, which shall be governed by the law of the state in which the Premises are located, and without limitation of Tenant’s obligation to comply with all state and local laws and ordinances.” (b) Section 9.14(b) of the Lease is hereby deleted. (c) Arch Street Capital Advisers, L.L.C., is hereby deleted from Section 8.01 of the Lease as a Landlord notice party. Tenant agrees that it shall send no notices with respect to the Lease or the Premises to said entity. 10. Headings. The headings to sections of this Amendment are for convenient reference only and shall not be used in interpreting this Amendment. 11. Entire Agreement. This Amendment contains the entire agreement and understanding between the parties concerning the subject matter of this Amendment and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Amendment. 12. Force and Effect. Except as otherwise expressly modified by this Amendment, the Agreement shall remain in full force and effect. Seller and Buyer hereby ratify and confirm their respective rights and obligations under the Agreement, as amended by this Amendment. 13. Counterparts. This Amendment may be executed in counterparts, and all such counterparts shall when taken together, constitute one and the same instrument. 14. Electronic Execution. This Amendment may be executed and delivered by electronic transmission, with the same force and effect as a fully-executed or counterpart original document. IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the Effective Date. SELLER: ABP ___ (____________) LLC a Delaware limited liability company By: Name: Justin B. Heineman Title: Vice President and Corporate Secretary Date signed: November ___, 2019 BUYER: ACTIVE 47249871v1 5

EXHIBIT 10.7 BIG ACQUISITIONS LLC, a Delaware limited liability company By: Name: Title: Date signed: November ___, 2019 ACTIVE 47249871v1 6

EXHIBIT 10.7 EXHIBIT A SCOPE ACTIVE 47249871v1 7

EXHIBIT 10.8 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Amendment”) dated as of the Effective Date (as hereinafter defined) is by and between ABP ___ (____________) LLC, a Delaware limited liability company (“Seller”), and BIG ACQUISITIONS LLC, an Illinois limited liability company (“Buyer”). RECITALS: A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of October 16, 2019 pertaining to the proposed sale by Seller to Buyer of certain real property more particularly described therein (the “Original Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of November 20, 2019 (the “First Amendment” and, together with the Original Agreement, collectively referred to herein as the “Agreement”). B. Buyer and Seller desire to extend the Due Diligence Deadline and the Closing Deadline. C. The parties also desire to amend certain provisions of the Agreement regarding the Lease. D. The parties also hereby confirm their mutual intent that the Lease and the Related Leases (as hereinafter defined) create and constitute an integrated and unified agreement between them and, but for execution and delivery of the Related Leases, they would not enter into the Lease. OPERATIVE TERMS: NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants set forth in the Agreement and in this Amendment, Ten Dollars ($10.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Recitals; Defined Terms. The foregoing recitals are true and correct in all material respects and incorporated in this Amendment and the Agreement. Capitalized terms and phrases used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms and phrases in the Agreement or the Lease, as applicable. Unless the context clearly indicates otherwise, all references to “this Agreement” in the Agreement and in this Amendment shall hereinafter be deemed to refer to the Agreement, as amended hereby. As used in this Amendment (but not for purposes of the Agreement, in which context the definition of the term “Effective Date” shall remain unchanged), “Effective Date” shall mean the date on which Seller or Buyer shall have executed this Amendment, as indicated under their respective signatures, whichever is the later to do so. 2. Due Diligence Deadline. The definition of “Due Diligence Deadline” in Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following definition: ‘“Due Diligence Deadline’ shall mean 6:00 P.M. Eastern time on December 20, 2019.” 1

EXHIBIT 10.8 3. Closing Deadline. The definition of “Closing Deadline” in Schedule A to the Agreement is hereby deleted in its entirety and replaced with the following definition: “‘Closing Deadline’ shall mean December 31, 2019”. 4. Lease Amendment regarding Security Deposit. The following is added as Section 9.17(c) of the Lease: “(c) Following an Event of Default (and, for the avoidance of doubt, taking into account any applicable cure period under the Lease), Landlord may use, apply or retain the whole or such portion of the Security Deposit as is required for the reimbursement or payment of any sum then payable or due and owing by Tenant under the terms of this Lease in respect thereof that is not timely paid by Tenant under the terms of this Lease.” 5. Headings. The headings to sections of this Amendment are for convenient reference only and shall not be used in interpreting this Amendment. 6. Entire Agreement. This Amendment contains the entire agreement and understanding between the parties concerning the subject matter of this Amendment and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, concerning the matters that are the subject of this Amendment. 7. Force and Effect. Except as otherwise expressly modified by this Amendment, the Agreement shall remain in full force and effect. Seller and Buyer hereby ratify and confirm their respective rights and obligations under the Agreement, as amended by this Amendment. 8. Counterparts. This Amendment may be executed in counterparts, and all such counterparts shall when taken together, constitute one and the same instrument. 9. Electronic Execution. This Amendment may be executed and delivered by electronic transmission, with the same force and effect as a fully-executed or counterpart original document. [remainder of page intentionally left blank] 2

EXHIBIT 10.8 IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the Effective Date. SELLER: ABP ___ (____________) LLC a Delaware limited liability company By: Name: Justin B. Heineman Title: Vice President and Corporate Secretary Date signed: December ___, 2019 BUYER: BIG ACQUISITIONS LLC, a Delaware limited liability company By: Name: Title: Date signed: December ___, 2019 3

EXHIBIT 10.9 BlueLinx Corporation 1950 Spectrum Circle, Suite 300 Marietta, GA 30067 www.bluelinxco.com 770.953.7000 March 22, 2020 Mitchell B. Lewis Via email Dear Mitch, In light of the COVID-19 pandemic and the likely impact on our business, you have voluntarily asked to reduce your base salary to $1 per month for an initial period of six months (which may be extended at your request) effective as of April 1, 2020. This letter confirms that the decrease in your base salary is a temporary decrease that will not be considered a reduction of your base salary under your Employment Agreement dated January 15, 2014 (as amended, the “Employment Agreement”) for any purpose (including for purposes of Section 6 thereof) other than for making reduced payments of base salary to you during this voluntary period of decrease. By signing below, you agree that you have requested and consented to the decrease in base salary, and that such decrease is not a breach of your Employment Agreement. Thank you for your leadership during this challenging time. BlueLinx Holdings Inc., /s/ J. David Smith J. David Smith Chairman of the Compensation Committee of the Board of Directors Agreed to as of March 22, 2020 /s/ Mitchell B. Lewis Mitchell B. Lewis

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 quarterly report on Form 10-Q 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.



May 6, 2020	/s/ Mitchell B. Lewis
	Mitchell B. Lewis
	President and 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, Kelly C. Janzen, certify that:


(1)	I have reviewed this quarterly report on Form 10-Q 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.



May 6, 2020	/s/ Kelly C. Janzen
	Kelly C. Janzen
	Senior Vice President and Chief Financial Officer

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 quarterly report of BlueLinx Holdings Inc. (the “Company”) on Form 10-Q for the period ending March 28, 2020, 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.



May 6, 2020	/s/ Mitchell B. Lewis
	Mitchell B. Lewis
	President and 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 quarterly report of BlueLinx Holdings Inc. (the “Company”) on Form 10-Q for the period ending March 28, 2020, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Kelly C. Janzen, 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.



May 6, 2020	/s/ Kelly C. Janzen
	Kelly C. Janzen
	Chief Financial Officer and Treasurer