BlueLinx Holdings Inc.
Exhibit 4.3
0000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
August 30, 2004
To: Cerberus ABP Investors LLC
Xxxxxxx X. XxXxxxx
Xxxxxx X. Xxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxx
Dear Sirs:
Herein we make reference to the following agreements:
1. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Distribution Holdings Inc., a Georgia corporation (“ABP Holdings”), Cerberus ABP Investor LLC, a Delaware limited liability company (“ABP Investor”) and Xxxxxxx X. XxXxxxx (“Xx. XxXxxxx”) (such agreement, the “XxXxxxx Purchase Agreement”);
2. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, and Xxxxx X. Xxxxxx (“Xx. Xxxxxx”) (such agreement, the “Xxxxxx Purchase Agreement”);
3. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, and Xxxxxx X. Xxxx (“Xx. Xxxx”) (such agreement, the “Xxxx Purchase Agreement”);
4. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings. ABP Investor, and Xxxxxx Xxxxxx (“Xx. Xxxxxx”) (such agreement, the “Xxxxxx Purchase Agreement”);
5. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, and Xxxxx X. Xxxxxx (“Xx. Xxxxxx”) (such agreement, the “Xxxxxx Purchase Agreement”);
6. the Executive Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, and Xxxxx X. Xxxxxxxxx (“Xx. Xxxxxxxxx”) (such agreement, the “Xxxxxxxxx Purchase Agreement” and together with the XxXxxxx Purchase Agreement, the Xxxxxx Purchase Agree, the Xxxx Purchase Agreement, the Xxxxxx Purchase Agreement and the Xxxxxx Purchase Agreement, the “Purchase Agreements”);
7. the Registration Rights Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, Xx. XxXxxxx, Xx. Xxxxxx, Xx. Xxxx, Xx. Xxxxxx, Xx. Xxxxxxxxx and Xx. Xxxxxx (the “Registration Rights Agreement”); and
8. the ABP Distribution Holdings Inc. Stockholders Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP Investor, Xx. XxXxxxx, Xx. Xxxxxx, Xx. Xxxx,
Xx. Xxxxxxxxx, Xx. Xxxxxx and Xx. Xxxxxx (the “Stockholders Agreement” and together with the Purchase Agreements and the Registration Rights Agreement, the “Equity-Related Agreements”).
The reincorporation of ABP Holdings from Georgia to Delaware will be accomplished by the merger of ABP Holdings with and into BlueLinx Holdings Inc., a Delaware corporation and wholly-owned subsidiary (“BlueLinx Holdings”), with BlueLinx Holdings as the surviving corporation. The shares of stock of ABP Holdings held by you will be converted into shares of stock of BlueLinx Holdings (“BlueLinx Stock”) pursuant to an agreement and plan of merger by and between ABP Holdings and BlueLinx Holdings at the effective time of the merger.
By signing this letter agreement, you agree that, as of the effective time of the merger, (a) the Equity-Related Agreements (which shall continue in full force and effect) will control the terms and conditions of your ownership of and rights relating to the shares of BlueLinx Stock you will hold as a result of the merger, (b) references to the shares of stock of ABP Holdings made in the Equity-Related Agreements shall be read to apply also to shares of BlueLinx Stock, and (c) references to ABP Holdings made in the Equity-Related Agreements shall be read to apply also to BlueLinx Holdings.
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Please indicate your acceptance of the terms of this letter agreement by executing the same. This letter agreement may be executed in multiple counterparts, each of which, when executed, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.
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By: |
/s/ Xxxxxxx X. XxXxxxx |
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Name: Xxxxxxx X. XxXxxxx |
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Title: CEO |
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Accepted and agreed as of August 30, 2004:
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CERBERUS ABP INVESTOR LLC |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Managing Director |
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/s/ Xxxxxxx X. XxXxxxx |
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Xxxxxxx X. XxXxxxx |
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/s/ Xxxxxx X. Xxxx |
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Xxxxxx X. Xxxx |
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/s/ Xxxxx X. Xxxxxx |
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Xxxxx X. Xxxxxx |
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/s/ Xxxxx X. Xxxxxx |
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Xxxxx X. Xxxxxx |
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/s/ Xxxxx X. Xxxxxxxxx |
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Xxxxx X. Xxxxxxxxx |
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/s/ Xxxxxx X. Xxxxxx |
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Xxxxxx X. Xxxxxx |
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