Environmental Indemnity Agreement Dated June 9, 2006

Exhibit 10.4 ENVIRONMENTAL INDEMNITY ENVIRONMENTAL INDEMNITY, is made as of June 9, 2006 (this " Agreement" ), by BLUELINX HOLDINGS INC., a Delaware corporation (" Indemnitor" ), having an office at 4300 Wildwood Parkway, Atlanta, Georgia 30339, for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, on behalf of the holders of the Notes (" Lender" ), having an office at 60 Wall Street, 10 th Floor, New York, New York 10005.RECITALS: WHEREAS, the entities listed on Exhibit A attached hereto and incorporated herein, each a Delaware limited liability company, are each hereinafter referred to an " Individual Borrower" and collectively as " Borrower" . WHEREAS, ABP MD (Baltimore) LLC, a Delaware limited liability company (" Maryland Loan Guarantor" ) and the Individual Borrowers (other than Maryland Borrower), each own certain real property, and the improvements located thereon, all as more particularly described in Exhibit B attached hereto and incorporated herein (each an " Individual Property" and collectively, the " Property" ); WHEREAS, on the date hereof, in accordance with the terms of a Loan and Security Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, the " Loan Agreement" ), among Borrower, Maryland Loan Guarantor and Lender, Lender is making a loan to Borrower in the principal amount of $295,000,000 (the " Loan" ), which Loan is evidenced by that certain Amended and Restated Note A-1 in the aggregate principal amount of $147,500,000 and that certain Amended and Restated Note A-2 in the aggregate principal amount of $147,500,000, each dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the " Note" ), made by Borrower in favor of Lender and secured by certain mortgages, deeds of trust and/or deeds to secure debt, each dated as of the date hereof (as amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the " Security Instrument" ), from the applicable Individual Borrower(s) (other than Maryland Borrower) and the Maryland Loan Guarantor to Lender, as mortgagee, or to certain trustees for the benefit of Lender, as beneficiary, as applicable, and the other Loan Documents (as defined in the Loan Agreement); WHEREAS, Indemnitor is the owner of a direct or indirect beneficial interest in Borrower and Maryland Loan Guarantor and will derive substantial benefit from the Loan; WHEREAS, as a condition to making the Loan, Lender has required Indemnitor to deliver this Agreement for the benefit of Lender; and WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.


NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:1. Definitions .(a) The following terms shall have the meaning ascribed thereto:" Agreement" : Shall have the meaning provided in the first paragraph." Borrower" : Shall have the meaning provided in the Recitals." Environmental Law" : Shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health or the environment, or any Hazardous Materials, drinking water, groundwater, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. a79601 et seq .); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. a76901 et seq .); (iii) the Hazardous Materials Transportation Act (49 U.S.C. a71801 et seq .); (iv) the Toxic Substances Control Act (15 U.S.C. a72061 et seq .); (v) the Clean Water Act (33 U.S.C. a71251 et seq .); (vi) the Clean Air Act (42 U.S.C. a77401 et seq .); (vii) the Safe Drinking Water Act (21 U.S.C. a7349; 42 U.S.C. a7201 and a7300f et seq .); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. a74321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. a71101 et seq .)." Hazardous Materials" : Shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law. Without limiting the generality of the foregoing, the term shall mean and include: (i) " hazardous substances" as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning

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products regularly found at properties with a standard of operation and maintenance comparable to the Property; (ii) " hazardous waste" and " regulated substances" as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder; (iii) " hazardous materials" as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and (iv) " chemical substance or mixture" as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder." Indemnified Parties" : Shall mean Lender, its parent, subsidiaries and Affiliates, each of their respective shareholders, directors, officers, employees and agents, and the successors and assigns of any of them; and " Indemnified Party" shall mean any one of the Indemnified Parties." Indemnitor" : Shall have the meaning provided in the first paragraph." Individual Borrower" : Shall have the meaning provided in the Recitals." Individual Property" : Shall have the meaning provided in the Recitals." Lender" : Shall have the meaning provided in the first paragraph." Loan Agreement" : Shall have the meaning provided in the Recitals." Maryland Loan Guarantor" : Shall have the meaning provided in the Recitals." Note" : Shall have the meaning provided in the Recitals." Release" : Shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, storing, escaping, leaching, dumping, discarding, burying, abandoning, or disposing into the environment." Security Instrument" : Shall have the meaning provided in the Recitals." Threat of Release" : Shall mean a substantial likelihood of a Release which requires action to prevent or mitigate damage to the environment which may result from such Release. (b) Capitalized terms used but not otherwise defined herein shall have the respective meanings given thereto in the Loan Agreement, unless otherwise expressly provided herein. All references to sections shall be deemed to be references to Sections of this Agreement, unless otherwise indicated. 2. Indemnity Agreement . Indemnitor covenants and agrees, at its sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys,

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consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold harmless each Indemnified Party against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, but subject to the provisions hereof, reasonable attorneys' , consultants' and experts' fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Materials on, in, under, from or affecting all or any portion of any Individual Property, regardless of whether or not caused by or within the control of Borrower, Maryland Loan Guarantor or Indemnitor,; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed of by or on behalf of the Borrower or Maryland Loan Guarantor, (C) the violation of any Environmental Laws relating to or affecting any Individual Property or Borrower or Maryland Loan Guarantor, whether or not caused by or within the control of Borrower, Maryland Loan Guarantor or Indemnitor; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violat ...