Exhibit 4.3


 


BlueLinx
Holdings Inc.


4300 Wildwood Parkway


Atlanta, Georgia 30339


 


August 30, 2004


 


To:                              Cerberus
ABP Investors LLC


Charles H. McElrea


George R. Judd


David J. Morris


James C. Herbig


Wayne E. Wiggleton


Steven C. Hardin


 


Re:                               Equity-Related
Agreements


 


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
Charles H. McElrea (“Mr. McElrea”) (such agreement, the “McElrea
Purchase Agreement”);


 


2.                    the Executive
Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP
Investor, and David J. Morris (“Mr. Morris”) (such agreement, the “Morris
Purchase Agreement”);


 


3.                    the Executive
Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP
Investor, and George R. Judd (“Mr. Judd”) (such agreement, the “Judd
Purchase Agreement”);


 


4.                    the Executive
Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings. ABP
Investor, and Steven Hardin (“Mr. Hardin”) (such agreement, the “Hardin
Purchase Agreement”);


 


5.                    the Executive
Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP
Investor, and James C. Herbig (“Mr. Herbig”) (such agreement, the “Herbig
Purchase Agreement”);


 


6.                    the Executive
Purchase Agreement, dated as of May 7, 2004, by and among ABP Holdings, ABP
Investor, and Wayne E. Wiggleton (“Mr. Wiggleton”) (such agreement, the
“Wiggleton Purchase Agreement” and together with the McElrea Purchase
Agreement, the Morris Purchase Agree, the Judd Purchase Agreement, the Hardin
Purchase Agreement and the Herbig Purchase Agreement, the “Purchase Agreements”);


 


7.                    the
Registration Rights Agreement, dated as of May 7, 2004, by and among ABP
Holdings, ABP Investor, Mr. McElrea, Mr. Morris, Mr. Judd, Mr. Herbig, Mr.
Wiggleton and Mr. Hardin (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, Mr. McElrea, Mr. Morris, Mr. Judd,


 
















 


Mr. Wiggleton, Mr. Herbig and Mr. Hardin (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.


 


[Remainder
of page intentionally left blank]


 


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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.


 


	
   

  	
  BLUELINX
  HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles H. McElrea

  	
   

  
	
   

  	
   

  	
  Name: Charles H. McElrea

  
	
   

  	
   

  	
  Title:   CEO

  



 


Accepted
and agreed as of August 30, 2004:


 


 


	
  CERBERUS ABP INVESTOR LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lenard B. Tessler

  	
   

  
	
   

  	
  Name:

  	
  Lenard B. Tessler

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Charles H. McElrea

  	
   

  
	
  Charles H. McElrea

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ George R. Judd

  	
   

  
	
  George R. Judd

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David J.  Morris

  	
   

  
	
  David J.  Morris

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ James C. Herbig

  	
   

  
	
  James C. Herbig

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Wayne E. Wiggleton

  	
   

  
	
  Wayne E. Wiggleton

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Steven C. Hardin

  	
   

  
	
  Steven C. Hardin

  	
   

  



 


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