8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16, 2013

BLUELINX HOLDINGS INC.

(Exact name of registrant specified in its charter)

Delaware	001-32383	77-0627356
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

4300 Wildwood Parkway, Atlanta, Georgia	30339
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (770) 953-7000

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

 On August 16, 2013, BlueLinx Building Product Canada Ltd. (“BlueLinx Canada”), an indirect subsidiary of BlueLinx Holdings Inc. (“BlueLinx”), entered into an amendment (the “Amendment”) to its credit agreement with Canadian Imperial Bank of Commerce (as successor to CIBC Asset-Based Lending Inc.) (“CIBC”) and the other signatories thereto, dated August 12, 2011 (the “Credit Agreement”). The Amendment modifies the maturity date under the Credit Agreement to the earlier of (i) August 12, 2016 and (ii) the maturity date of the facilities established pursuant to the Amended and Restated Loan and Security Agreement by and among the Operating Company and Wells Fargo Bank, National Association and the other signatories thereto, dated August 4, 2006, as amended.

Except as described above, all other material terms of the Credit Agreement remain substantially the same. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	The First Amending Agreement, dated August 16, 2013, to the Credit Agreement, dated August 12, 2011, by and between BlueLinx Canada, CIBC and the other signatories listed therein.

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SIGNATURES

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

BLUELINX HOLDINGS INC.

By:	/s/ Sara E. Epstein
	Sara E. Epstein
	Vice President, General Counsel and
	Secretary

Dated: August 19, 2013

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EX-10.1

 Exhibit 10.1

THIS FIRST AMENDING AGREEMENT made as of the 16^th day of August, 2013.

A M O N G:

BLUELINX BUILDING PRODUCTS CANADA LTD.,
as borrower (the “Borrower”),

and

CANADIAN IMPERIAL BANK OF COMMERCE
(as successor to CIBC ASSET-BASED LENDING INC.),
in its capacity as Administrative Agent (the “Agent”),

and

EACH FINANCIAL INSTITUTION PARTY HERETO,
(collectively, the “Lenders”)

WHEREAS the parties hereto have entered into a credit agreement (the “Credit Agreement”) dated as of August 12, 2011, pursuant to which certain credit facilities were made in favour of the Borrower;

AND WHEREAS the parties hereto wish to amend certain terms and conditions of the Credit Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties hereto agree to amend the Credit Agreement as provided herein;

Section 1. General.

In this First Amending Agreement, unless otherwise defined or the context otherwise requires, all capitalized terms shall have the respective meanings specified in the Credit Agreement.

Section 2. To be Read with Credit Agreement.

 This First Amending Agreement is an amendment to the Credit Agreement. Unless the context of this First Amending Agreement otherwise requires, the Credit Agreement and this First Amending Agreement shall be read together and shall have effect as if the provisions of the Credit Agreement and this First Amending Agreement were contained in one agreement. The term “Agreement” when used in the Credit Agreement and this First Amending Agreement means the Credit Agreement and all schedules and includes all written modifications, amendments, supplements, revisions, restatements and replacements from time to time.

 Section 3. Amendments to Credit Agreement.

               The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Maturity Date” means the earlier of (i) August 12, 2016 and (ii) the maturity date of the Wells Fargo Facilities.

Section 4. Representations and Warranties.

In order to induce the Lenders to enter into this First Amending Agreement, the Borrower hereby represents and warrants to the Agent and the Lenders as follows, which representations and warranties shall survive the execution and delivery hereof:

(a) the representations and warranties set forth in Article 3 of the Credit Agreement and in the other Loan Documents shall be true and correct on and as of the date hereof with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date;

(b) no Material Adverse Effect has occurred; and

(c) No Default or Event of Default has occurred or is continuing.

Section 5. Continuance of Credit Agreement.

The Credit Agreement, as changed, altered, amended or modified by this First Amending Agreement, shall be and continue in full force and effect and is hereby confirmed and the rights and obligations of all parties thereunder shall not be affected or prejudiced in any manner except as specifically provided for herein. It is agreed and confirmed that after giving effect to this First Amending Agreement, the Security as it relates to the Borrower secures inter alia the payment of all of the Obligations of the Borrower, including, without limitation, the Obligations arising under the Credit Agreement, as amended by the terms of this First Amending Agreement.

Section 6. Conditions

 This First Amending Agreement shall be effective upon (a) delivery to the Agent of a fully execute hereof and (ii) payment to the Agent of a fully earned and non-refundable work fee equal to $30,000. 

Section 7. Counterparts.

 This First Amending Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 8. Governing Law.

 This First Amending Agreement shall be construed and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

IN WITNESS WHEREOF the parties hereto have executed this First Amending Agreement as of the day and year first above written.

BLUELINX BUILDING PRODUCTS CANADA LTD., as Borrower
By:	/s/ H. Douglas Goforth
	Name:		H. Douglas Goforth
	Title:		Treasurer
CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By:	/s/ Bruno Mello
	Name:		Bruno Mello
	Title:		Authorized Signatory
By:	/s/ Joseph Arnone
	Name:	Joseph Arnone
	Title:	Authorized Signatory